UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSIONWashington, D. C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[x ] ANNUAL REPORT ~~PURSUANT TO~~ UNDER SECTION 13 OR 15(dD) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2010~~2011

ORor

o[ ] TRANSITION REPORT UNDER ~~PURSUANT TO~~ SECTION 13 OR 15 (dD) OF THE ~~SECURITIES~~SECURITES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________________

Commission File Number: 0000-~~49936~~10965

ASHERXINO CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	93-0962072	~~93-0962072~~
(State or other jurisdiction of		(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
incorporation or organization)		Identification No.)
1 Glenlake Parkway NE, 7th Floor Atlanta, GA 30328	713-413-3345
5847 San Felipe Street, 17th Floor Houston, TX 77002		77002
(Address of principal executive offices, including zip code)	(Issuer's telephone number, including area code)
(Address of principal executive offices)		(Zip Code)

~~Registrant’s telephone~~Securities ~~number,~~registered ~~including~~under ~~area~~Section ~~code~~12(g) of the Act: (~~713~~title of class)Common ~~413-3345~~Stock, $0.001 par value

Title of each class		Name of each exchange on which registered
Common stock, $0.001 par value		None

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

~~Securities~~ ~~registered~~[ ~~pursuant to section 12(g) of the Act: None~~]Yes [x] No

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file reports aspursuant ~~defined~~to ~~in Rule~~Section ~~405~~13 or Section 15(d) of the ~~Securities~~ Act. ~~Yes o No x~~

~~Indicate by~~ ~~check~~[ ~~mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.~~ ]Yes ~~o No~~ [x] No

Indicate by ~~checkmark~~check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act ~~of 1934~~ during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes~~ [x No] Yes [ o] No

Indicate by ~~checkmark~~check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ~~(§ 232.405 of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~Yes~~ [x No] Yes [ o] No

Indicate by ~~checkmark~~check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ~~(§ 229.405 of this chapter)~~ is not contained in herein, and will not be contained, to the best of the registrant'’s knowledge , in a definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or or any amendment to this Form 10-K. ~~Yes o No o~~ [____]

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

Large accelerated filer ~~Yes o No~~ o [ ] Accelerated filer ~~Yes o No~~ o[ ] Non-accelerated filer [ ] Smaller reporting company [x]

~~Non-accelerated filer (Do not check if a smaller reporting company) Yes o No o Smaller reporting company Yes x No o~~|

~~Indicate~~(do bynot check ~~mark~~if ~~whether the registrant is~~ a ~~shell~~smaller ~~company (as~~reporting ~~defined in Rule 12b-2 of the Act~~company)~~. Yes o No x~~

AsIndicate ofby ~~December~~check ~~31,~~mark ~~2010,~~whether wethe ~~had~~registrant ~~outstanding~~is ~~18,857,242~~a ~~shares~~shell ~~of our $0.01 par value~~company ~~Common~~(as ~~Stock~~defined ~~issued~~in ~~and outstanding.~~Rule 12-b-2 of the Exchange Act)

~~TABLE~~[ OF] ~~CONTENTS~~Yes [x] No

~~PART~~As Iof December 31, 2011, there was no active market for our stock, thus, aggregate market value of common stock held by non-affiliates cannot be computed. We had 161,582,542 shares of common stock outstanding on December 31 2011

		Page
Item 1.Item 1A.Item 1B. Item 2.Item 3.Item 4.	Business.Risk Factors.Unresolved Staff Comments.Properties. Legal ProceedingsSubmission of Matters to a Vote of Securities Holders	4511111414

Table of Contents

PART II

Part I
Item 1. Business	4
Item 1A. Risk Factors	5
Item 1B Unresolved Staff Comments	11
Item 2 Properties	11
Item 3 Legal Proceedings	14
Item 4 Submission of Matters to a Vote of Securities Holders	14
Part II
Item 5 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	15
Item 6 Management’s Discussion and Analysis of Financial Condition and Results of Operation Item 7 Financial Statements and Supplementary Data	15 21
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	31
Item 9A. Controls and Procedures	31
Item 9B Other Information	32
Part III
Item 10 Directors, Executive Officers and Corporate Governance	33
Item 11 Executive Compensation	34
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
Item 13 Certain Relationships and Related Transactions, and Director Independence	35
Item 14 Principal Accounting Fees and Services	35
Item 15 Exhibits, Financial Statement Schedules	36
SIGNATURES	37

~~Item~~EXPLANATORY 5.Item 7.Item 8.Item 9.Item 9A(T). Item 9B. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Management's Discussion and Analysis of Financial Condition and Results of Operations.Financial Statements and Supplementary Data.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.Controls and Procedures.Other Information. 151523242425NOTE

~~PART~~The ~~III~~accompanying financial statements and other information included in this Form 10-K has not been reviewed by our Independent Registered Public Accounting Firm

Item 10.Item 11.Item 12.Item 13.Item 14. Directors, Executive Officers and Corporate Governance.Executive Compensation.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Certain Relationships and Related Transactions, and Director Independence.Principal Accountant Fees and Services. 2527272728

PART IV

Item 15. Exhibits, Financial Statement Schedules. 28

AVAILABLE INFORMATION

We are currently subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). We file periodic reports, proxy materials and other information with the Securities and Exchange Commission (the "“Commission"”). In addition, we will furnish stockholders with annual reports containing audited financial statements certified by our independent accountants and interim reports containing unaudited financial information as may be necessary or desirable. We will provide without ~~charge~~ charge to each person who receives a copy of this report, upon written or oral request, a copy of any information that is incorporated by reference in this report (not including exhibits to the information that is incorporated by reference unless the exhibits are themselves specifically incorporated by reference). Such request should be directed to: Patrick Okorodudu, ~~5847~~1 ~~San~~Glenlake ~~Felipe~~Parkway ~~Street~~NE, 7th ~~17th~~ Floor, ~~Houston~~Atlanta, ~~Texas~~GA ~~77002~~30328. Our Web site is www.asherxino.com .

We strive to provide free of charge on our Web site our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable.

Members of the public may read and copy any materials we file with the Commission at the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. Members of the public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-–800-–SEC-–0330. The Web site of the Commission is www.sec.gov . That website contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. Visitors to the Commission's Web site may access such information by searching the EDGAR database.

INFORMATION ABOUT ~~FORWARD-LOOKING STATEMENTS~~

~~This Form 10~~FORWARD-KLOOKING contains "forward looking statements" (as that term is defined in Section 27A(i)(1) of the Securities Act of 1933), including statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Such forward looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward looking statements. Some of the factors that could cause actual results to differ materially from those expressed in such forward looking statements are set forth in the section entitled "Risk Factors" and elsewhere throughout this Form 10-K. Our expectations, beliefs and projections are expressed in good faith and are believed by us to have a reasonable basis, but there can be no assurance that our expectations, beliefs or projections will result or be achieved or accomplished. We have no obligation to update or revise forward looking statements to reflect the occurrence of future events or circumstances.STATEMENTS

~~Return~~This Form 10-K contains “forward looking statements” (as that term is defined in Section 27A(i)(1) of the Securities Act of 1933), including statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Such forward looking statements involve risks and uncertainties which could cause actual results or outcomes to ~~Table~~differ materially from those expressed in the forward looking statements. Some of ~~Contents~~the factors that could cause actual results to differ materially from those expressed in such forward looking statements are set forth in the section entitled “Risk Factors” and elsewhere throughout this Form 10-K. Our expectations, beliefs and projections are expressed in good faith and are believed by us to have a reasonable basis, but there can be no assurance that our expectations, beliefs or projections will result or be achieved or accomplished. We have no obligation to update or revise forward looking statements to reflect the occurrence of future events or circumstances.

- 3 -

~~PART~~Part I

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

AsherXino Corporation ("“Asher"”) was originally incorporated in the State of Colorado on June 9, 1981 under the name "“Blue Grass Breeders, Inc." ” In the subsequent twenty-two years, we became a public reporting company, changed our state of incorporation to the State of Delaware, went through various name changes and engaged in various businesses, as described in the section entitled "“Prior history" ” below.

We have had no operating business since 2003. In 2003 we ceased filing our periodic reports with the Securities and Exchange Commission ("“SEC"”) due to the fact that we had no operations, and our securities were subsequently deregistered by the SEC on April 30, 2009.

In June of 2009, our Board of Directors decided to enter into the business of owning and operating oil and gas assets by acquiring certain oil related assets ("“Asher Assets"”) from certain individuals ("“Asher Shareholders"”). The Asher Shareholders acquired beneficial ownership of the Asher Assets acting through ASHER Energy Corporation as their agent, and they became shareholders in Asher upon our acquisition of the Asher Assets. Because the Asher Shareholders seek the perceived advantages of being shareholders of a publicly held corporation, we re-registered our common stock by filing Form 10 pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements. In connection with our acquisition of the Asher Assets, the Asher Shareholders have become directors and officers of Asher (see Item 5, "“Directors and Executive Officers"”) and will provide us with additional management and technical team members with diverse experience in the oil and gas industry.

Through our acquisition of the Asher Assets, we are acquiring a 40% leasehold interest in and operatorship of an offshore oil exploration and development block in Nigeria, Oil Prospecting License (OPL) 2012, which has an indefinite lease term. See Item 2, "“Properties"”. In consideration for the asset acquisition, Asher has issued 105,000,000 shares1 of its common stock, or 87.5% of our total outstanding common stock, to the Asher Shareholders and a related party. The rights to OPL 2012 acquired by Asher are subject to our performing the following obligations: (i) a signature bonus of $12,500,000 payable immediately to the Nigerian government and (ii) a $10,000,000 farm-in fee payable to a local partner. We are in the final stages of securing funding to pay both the signature bonus and the farm-in fee.

Through our wholly-owned subsidiary, ~~Asherxino~~ASHERXINO Nigeria Limited, a Nigerian registered company, we will operate and develop OPL 2012 under a joint venture arrangement with two Nigerian local partners, Grasso Nigeria Limited (which owns a 20% interest in OPL 2012) and Sigmund Oilfield Limited (which owns a 40% interest in OPL 2012), and the state-owned Nigerian National Petroleum Corporation ("“NNPC"”), which manages all oil block concessions in Nigeria to ensure compliance with government regulations. A percentage of the revenues generated from OPL 2012 will be paid to the Nigerian government as royalties. The prevailing royalty rate applicable to OPL 2012 is 12%, with a 50% discount for the first five years.

As the technical and financial partner ~~to Sigmund Oilfield Limited~~, we will be the ~~primary~~sole company responsible for the development of OPL 2012. We will provide financial resources and technical services for the exploration, appraisal, development and production of hydrocarbons (including drilling and mining activities) within OPL 2012 and when OPL 2012 is converted to an Oil Mining License (OML). To date, part of OPL 2012 is in the exploitation phase; the remainder of the block is still under exploration and development. Once hydrocarbons are discovered, the first $10,000,000 of revenue generated from the sale of hydrocarbons produced from the property will be paid to Sigmund Oilfield Limited as a "“Discovery Bonus"”. We will fund 100% of the development costs of OPL 2012, including the signature bonus, farm-in fee, reserve audit report cost, seismic and engineering work and drill cost and production. We will recover our development costs from future revenue generated from OPL 2012 once the Discovery Bonus and government royalties are paid. Some of these development costs, such as the reserve audit report cost and the cost of a 2D seismic survey, have already been paid. We will be entitled to 60% of the revenue from OPL 2012 (after the Discovery Bonus and government royalties are paid) until we recover all of our development costs, together with a reasonable rate of interest. After we have recovered our development costs, our share of revenues (after government royalties are paid) shall be 40%. Our original estimated total development cost includes the cost of implementing a 3D seismic program of between $10,000,000 and $15,000,000; however, we now believe that based on existing vintage 2D seismic data on OPL 2012, there is a chance that we may not need to undertake a 3D seismic program. See Item 7, "“Management' ’s Discussion and Analysis of Financial Condition and Results of Operations"”.

1 For financial accounting purposes, these shares are deemed to have been issued for $53,750, representing the out-of-pocket expenses incurred by the Asher Shareholders in connection with securing the Asher Assets.

~~Return~~- to4 ~~Table of Contents~~-

In 2007, the Nigerian government carved out OPL 2012 from a larger oil block OML 137 operated by Addax Petroleum. Once the signature bonus of $12,500,000 is paid to the Nigerian government, we may be in a position to negotiate with the owner of the adjacent block, Eni Agip Nigeria Limited (“Eni/Agip”), to receive unitization revenue from Eni/Agip. Unitization refers to the joint, coordinated operation of a petroleum reservoir by all the owners of rights in the separate tracts overlying the reservoir. Such unitization revenue is subject to approval by the Nigerian government. 50% of any unitization revenue received from Eni/Agip will be payable to Sigmund Oilfield Limited, the co-4owner of the OPL 2012 leasehold interest. See Item 2, “Properties”, for a more detailed description of the OPL 2012 asset. We intend to finance our operations through a combination of debt and equity financing. See Item 7, “Financial Information – Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Our principal business objectives are to achieve long-term growth potential through its exploitation of the Asher Assets and to position ourselves as a leading independent oil exploration and production company: an “operator” of choice in the Gulf of Guinea, one of the world’s most prolific hydrocarbon regions. Nigeria is the largest oil producer in Africa and contains many small oil fields which have been considered “marginal” by the major multinational oil companies and thus have gone undeveloped. The market for independent oil producers in Nigeria has grown substantially in recent years. Not only is our management team experienced in identifying, negotiating and executing on attractive prospects and managing oil and gas projects, but we also possess a good understanding of the Nigerian petroleum system and Nigeria’s people, culture, business environment, community and environmental issues. We plan to use cutting edge technologies and experienced oil and gas professionals to exploit, develop and produce oil and gas while maintaining high ethical standards in all facets of our business, including minimizing any negative impact of its operations on local communities and embarking on community development programs in the areas where we operate.

InOur ~~2007,~~immediate ~~the~~objective ~~Nigerian government carved out OPL 2012 from a larger oil block OML 137 operated by Addax Petroleum. Once the signature bonus of $12,500,000~~ is ~~paid~~ to ~~the~~create ~~Nigerian government, we may be in a position to negotiate with~~value ~~the owner of the adjacent block, Eni Agip Nigeria Limited ("Eni/Agip"), to receive unitization revenue~~ from ~~Eni/Agip. Unitization refers to~~ the ~~joint,~~production ~~coordinated~~and ~~operation~~exploration ofopportunities ~~a petroleum reservoir by all the owners of rights~~ in ~~the separate~~OPL ~~tracts overlying the reservoir~~2012. ~~Such~~ In ~~unitization revenue is subject to approval by~~ the ~~Nigerian~~short ~~government. 50%~~term ofwe ~~any~~intend ~~unitization revenue received from Eni/Agip will be payable~~ to ~~Sigmund~~implement ~~Oilfield~~a ~~Limited,~~drilling ~~the co-owner of the~~program for OPL 2012 ~~leasehold interest. See Item 2~~, ~~"Properties",~~which ~~for~~will aentail ~~more~~the ~~detailed~~hiring ~~description~~ of ~~the~~about ~~OPL~~fifty ~~2012 asset. We intend~~ to ~~finance~~one ~~our~~hundred ~~operations through a combination of debt and equity financing. See Item 7, "Financial Information~~ full-time ~~Management's Discussion and Analysis of Financial Condition and Results of Operations"~~employees. Our ~~principal business~~longer ~~objectives~~term ~~are~~objective is to ~~achieve~~acquire ~~long-term growth potential through its exploitation of the Asher Assets~~ and ~~to position~~exploit ~~ourselves~~prolific ~~as a leading independent~~ oil ~~exploration~~ and ~~production~~gas ~~company:~~deposits anacross ~~"operator" of choice in~~ the Gulf of Guinea, ~~one~~by ofacquiring ~~the~~additional ~~world's~~leaseholds ~~most prolific hydrocarbon regions. Nigeria is the largest oil producer~~ in ~~Africa~~ and ~~contains many small oil fields which have been considered "marginal" by the major multinational oil companies and~~operatorships ~~thus~~of ~~have~~offshore ~~gone undeveloped~~blocks. ~~The~~ Although ~~market~~we ~~for~~intend ~~independent~~to ~~oil~~build ~~producers~~an inasset ~~Nigeria~~base ~~has~~focused ~~grown substantially in recent years. Not only is our management team experienced in identifying, negotiating and executing~~ on ~~attractive~~the ~~prospects~~Gulf ~~and managing oil and gas projects, but we also possess a good understanding~~ of ~~the~~Guinea ~~Nigerian petroleum system and~~ (Nigeria's, ~~people~~Ghana, ~~culture,~~ ~~business~~Cote ~~environment~~d’Ivoire), as ~~community~~an ~~and~~independent ~~environmental~~oil ~~issues. We~~exploration ~~plan to use cutting edge technologies~~ and ~~experienced~~ ~~oil~~production ~~and~~company ~~gas~~we ~~professionals~~will seek to ~~exploit,~~acquire ~~develop and produce~~ oil and gas ~~while~~assets ~~maintaining~~anywhere ~~high ethical standards~~ in ~~all facets of our business, including minimizing any negative impact of its operations on local communities and embarking on community development programs in~~ the ~~areas~~world where management weidentifies ~~operate~~lucrative prospects.

~~Our~~Management ~~immediate~~intends ~~objective is~~ to ~~create~~purchase ~~value~~a ~~from the production and exploration opportunities in OPL 2012. In the~~corporate ~~short~~insurance ~~term we intend to implement a drilling~~ program standard for ~~OPL 2012, which will entail~~ the ~~hiring~~our ofindustry ~~about~~with ~~fifty~~specific tocoverage ~~one hundred~~against ~~full-time~~property ~~employees. Our~~damage, ~~longer term objective is to acquire~~ sabotage and ~~exploit prolific oil and gas deposits across~~ terrorism, ~~the~~general, ~~Gulf~~product ~~of Guinea by acquiring additional leaseholds in~~ and ~~operatorships~~environmental ofliability, ~~offshore~~loss ~~blocks. Although we intend to build an asset base focused on the Gulf~~ of ~~Guinea (Nigeria~~cargo, ~~Ghana,~~crime ~~Cote d'Ivoire), as an independent oil exploration~~ and ~~production~~Directors’ ~~company we will seek to acquire oil~~ and ~~gas~~Officers’ ~~assets anywhere in the world where management identifies lucrative prospects~~liability.

~~Management~~We ~~intends~~currently tohave ~~purchase~~four aemployees: Bayo O. ~~corporate~~Odunuga, ~~insurance~~who ~~program~~serves ~~standard~~as ~~for~~ our ~~industry~~President ~~with~~and ~~specific~~Chief ~~coverage against~~Executive ~~property~~Officer, ~~damage~~Patrick O. Okorodudu, ~~sabotage~~who ~~and~~serves ~~terrorism~~as our General Counsel and Secretary, ~~general~~Warren H. Anderson, ~~product~~who serves as our Chief Technical Officer. Mr. Anderson is a geologist and ~~environmental~~engineer ~~liability,~~with ~~loss~~over thirty years of ~~cargo,~~experience ~~crime~~ in petroleum exploration and ~~Directors'~~drilling operations in West Africa, and ~~Officers'~~Ola ~~liability~~Adebowale, who serves as our Chief Operating Officer is an engineer.

WeItem ~~currently have three employees: Bayo O~~1A. ~~Odunuga,~~Risk who serves as our President and Chief Executive Officer, Patrick O. Okorodudu, who serves as our General Counsel and Secretary, and Warren H. Anderson, who serves as our Chief Technical Officer. Mr. Anderson is a geologist and engineer with over thirty years of experience in petroleum exploration and drilling operations in West Africa.Factors

~~ITEM~~We 1Aare subject to various risks that may materially harm our business, financial condition and results of operations. Prospective ~~RISK~~investors ~~FACTORS~~should carefully consider the risks and uncertainties described below and the other information in this Form 10-K before deciding to purchase our common stock. If any of these risks or uncertainties actually materialize, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline significantly, and investors could lose all or part of their investment.

WeThe ~~are~~risk ~~subject~~factors todescribed ~~various~~below ~~risks~~are ~~that~~not ~~may~~the only ~~materially~~ones ~~harm~~that ~~our~~we ~~business, financial condition and results of operations~~face. ~~Prospective~~ ~~investors~~Additional ~~should carefully consider the~~ risks and uncertainties ~~described~~that ~~below~~we ~~and~~are ~~the other~~unaware ~~information in this Form 10-K before deciding to purchase our common stock. If any~~ of ~~these risks or uncertainties actually materialize~~, ~~our business, financial condition~~ or ~~operating results could be materially harmed. In~~ that ~~case,~~we ~~the~~currently ~~trading~~deem ~~price of our common stock could decline significantly~~immaterial, ~~and~~may ~~investors could~~also ~~lose~~become ~~all~~important orfactors ~~part~~that ofaffect ~~their investment~~us.

~~The~~Risks ~~risk~~related ~~factors~~to ~~described~~Nigeria’s ~~below are not the only ones that we face. Additional risks~~ political and ~~uncertainties~~regional ~~that we are unaware of, or that we currently deem immaterial, may also become important factors that affect us.~~environment

~~Risks~~Nigeria ~~related~~has toexperienced ~~Nigeria's~~internal ~~political~~security issues that have had and ~~regional~~could ~~environment~~have in the future a negative effect on Nigerian oil production and on us.

Nigeria has experienced internal security issues, primarily ~~that~~due to the activities of Nigeria’s military and militant groups in the southern delta region, within the Gulf of Guinea. Nigeria’s main militant group, the Movement for the Emancipation of the Niger Delta, or MEND, has been conducting guerilla attacks on crude oil pipelines and other related infrastructure, kidnapping oil workers, and generally disrupting the activities of oil companies with operations in Nigeria for the last three years, reducing crude oil output by more than 20%. These activities and the violence associated with them have had and ~~could~~may have in the future a negative ~~effect~~impact on Nigerian oil production , and could have a material adverse effect on usour business and assets.

~~Nigeria~~- ~~has~~5 experienced internal security issues, primarily due to the activities of Nigeria's military and militant groups in the southern delta region, within the Gulf of Guinea. Nigeria's main militant group, the Movement for the Emancipation of the Niger Delta, or MEND, has been conducting guerilla attacks on crude oil pipelines and other related infrastructure, kidnapping oil workers, and generally disrupting the activities of oil companies with operations in Nigeria for the last three years, reducing crude oil output by more than 20%. These activities and the violence associated with them have had and may have in the future a negative impact on Nigerian oil production, and could have a material adverse effect on our business and assets.-

~~Return~~Companies operating in Nigeria, including us, are subject to ~~Table~~prevailing ofeconomic ~~Contents~~conditions and investment climate in Nigeria, which may be less stable than prevailing economic conditions in more developed countries.

~~-5-~~Because, at present, all of our operations are located in Nigeria, the market price of our securities may be affected by the prevailing economic conditions in Nigeria. In the past, economic growth in Nigeria has been negatively affected by political instability, corruption and lower foreign direct investment.

~~Companies~~The ~~operating~~Nigerian ingovernment ~~Nigeria,~~has ~~including~~exercised ~~us,~~and ~~are~~continues to ~~subject~~exercise tosubstantial ~~prevailing~~influence ~~economic~~over ~~conditions~~many aspects of the Nigerian economy, and ~~investment climate~~has inchanged ~~Nigeria~~monetary, ~~which~~fiscal, ~~may~~taxation, belabor and ~~less~~other ~~stable~~policies ~~than~~over ~~prevailing~~time ~~economic~~to ~~conditions~~influence inthe ~~more~~performance ~~developed~~of ~~countries~~the Nigerian economy. We have no control over the extent and timing of government intervention and policies.

~~Because,~~If atthe ~~present,~~perception ~~all~~ of ~~our~~improved ~~operations~~overall ~~are located~~ security in Nigeria, ~~the~~changes ~~market~~or ~~price~~if offoreign ~~our~~direct ~~securities~~investment ~~may~~declines, ~~be affected by~~ the ~~prevailing~~Nigerian ~~economic~~economy ~~conditions~~may inface ~~Nigeria. In~~a ~~the~~downturn ~~past,~~which ~~economic~~could ~~growth in Nigeria has been~~ negatively affect ~~affected~~our byfinancial ~~political~~condition ~~instability, corruption~~ and ~~lower~~results ~~foreign~~of ~~direct investment~~operation.

~~The~~Our ~~Nigerian~~operations ~~government~~are ~~has~~subject ~~exercised and continues~~ to ~~exercise substantial influence over many aspects of the~~extensive ~~Nigerian economy, and has changed monetary, fiscal, taxation, labor and other policies over time to influence the performance of the Nigerian economy~~regulation. ~~We have no control over the extent and timing of government intervention and policies.~~

IfThe Nigerian oil and gas industry is subject to extensive regulation and supervision by the ~~perception~~Nigerian government in matters including the award of ~~improved~~exploration ~~overall~~and ~~security~~production blocks, the imposition of specific drilling and exploration obligations, restrictions on production, price controls, capital expenditures and required divestments. The main supervisory and regulatory petroleum related agencies in Nigeria ~~changes~~are orthe ifNigerian Ministry ~~foreign~~of ~~direct~~Petroleum ~~investment declines~~Resources, Nigerian National Petroleum Corporation (“NPC”) and the Department of Petroleum Resources (“DPR”). All the petroleum in Nigeria is vested in the Nigerian ~~economy~~federal ~~may~~government, ~~face~~which has absolute authority to control the resources and only permits their exploitation under license. The Nigerian government, through the Ministry of Petroleum Resources, allocates acreages or licenses to operators in any areas deemed to have potential for petroleum accumulation. The allocations are based on a ~~downturn~~set ~~which~~of ~~could~~criteria ~~negatively~~that ~~affect~~is ~~our~~made ~~financial~~known ~~condition~~to potential bidders at the time blocks are open for bidding. The Nigerian government reserves the right to participate in the operations of any block and ~~results~~to determine the type of ~~operation~~contractual arrangements between the licensee and the government.

~~Our~~The ~~operations~~terms ~~are~~and ~~subject~~conditions toof ~~extensive~~the ~~regulation~~agreements with the Nigerian Ministry of Petroleum Resources under which we explore and produce crude oil generally reflect negotiations with the Ministry of Petroleum Resources and other governmental authorities and may vary by fields and basins discovered.

~~The~~We ~~Nigerian~~are ~~oil~~required, ~~and~~as ~~gas~~are ~~industry~~all isoil ~~subject~~companies toundertaking exploratory ~~extensive regulation~~ and ~~supervision~~production byactivities ~~the~~in ~~Nigerian~~Nigeria, ~~government~~to ~~in matters~~pay ~~including~~a ~~the~~percentage ~~award~~ of ~~exploration~~our ~~and~~ production ~~blocks,~~to the ~~imposition~~Nigerian ofgovernment ~~specific~~as ~~drilling and exploration obligations, restrictions on production, price controls, capital expenditures and required divestments~~royalties. ~~The main~~ Royalty ~~supervisory~~rates ~~and~~are ~~regulatory~~as ~~petroleum~~provided ~~related agencies~~ in ~~Nigeria are~~ the ~~Nigerian Ministry of~~ Petroleum ~~Resources~~Act, ~~Nigerian~~ ~~National~~CAP ~~Petroleum~~350 ~~Corporation~~Laws ~~("NNPC") and the Department~~ of ~~Petroleum Resources ("DPR"). All~~ the ~~petroleum in~~Federation ~~Nigeria is vested in the Federal Government~~ of Nigeria 1990, ~~which has absolute authority to control the resources~~ and ~~only~~ ~~permits their exploitation under license. The Nigerian government, through~~ the ~~Ministry~~prevailing ofroyalty ~~Petroleum~~regime ~~Resources,~~applicable ~~allocates acreages or licenses~~ to ~~operators~~OPL in2012 ~~any~~is ~~areas deemed to have potential for petroleum accumulation~~12%. ~~The allocations~~ As ~~are based on~~ a ~~set~~new ofcompany, ~~criteria~~we ~~that~~will isbenefit ~~made~~from ~~known~~a to50% ~~potential~~discount ~~bidders~~for at the ~~time~~first ~~blocks~~five ~~are~~years. In ~~open for~~the ~~bidding. The~~future, the Nigerian government ~~reserves~~may ~~the~~amend ~~right~~royalty topayment ~~participate~~levels infor ~~the~~our ~~operations~~future acquisitions of ~~any~~oil ~~block~~assets and tosuch ~~determine~~changes could ~~the~~have ~~type~~a ofmaterial ~~contractual~~adverse ~~arrangements~~effect ~~between~~on ~~the~~our ~~licensee~~financial ~~and~~condition ~~the~~or ~~government~~results of operation.

~~The~~We ~~terms~~are ~~and~~subject ~~conditions~~to ofextensive ~~the agreements with the Nigerian Ministry of Petroleum Resources under which we explore~~environmental ~~and~~regulations ~~produce~~in ~~crude oil generally reflect negotiations with the Ministry of Petroleum Resources and other governmental authorities and may vary by fields and basins discovered~~Nigeria.

WeOur operations are ~~required~~subject to extensive national, state asand ~~are~~local ~~all~~environmental regulations in Nigeria. Environmental rules and regulations cover oil ~~companies~~exploration ~~undertaking~~and ~~exploratory~~development activities as well as transportation, refining and production activities. These inregulations ~~Nigeria~~establish, toamong ~~pay~~others, quality astandards for hydrocarbon products, air emissions, water discharges and waste disposal, environmental standards for abandoned ~~percentage~~crude ofoil ~~our~~wells, ~~production~~remedies tofor soil, water pollution and the ~~Nigerian~~general ~~government~~storage, ashandling, ~~royalties~~transportation and treatment of hydrocarbons in Nigeria. ~~Royalty~~ As ~~rates~~a ~~are~~result asof ~~provided~~the creation of the Federal Ministry of Environment (“FME”) in 1999 and the ~~Petroleum~~enactment ~~Act~~of more rigorous laws, ~~CAP~~such ~~350~~as ~~Laws~~the ofEnvironmental Guidelines and Standards for the ~~Federation~~Petroleum ofIndustry in Nigeria ~~1990~~(EGASPIN) 2002, environmental regulations will substantially impact our operations and business results. Under the ~~prevailing~~Environmental ~~royalty~~Impact Assessment ~~regime~~Act ~~applicable~~of to1992, ~~OPL~~all ~~2012~~exploratory isproject ~~about~~drilling must have an environmental impact assessment approved by the FME and must ~~17%~~receive an environmental permit from the local authorities. As athe ~~new~~operator ~~company~~of an Oil Prospecting License (OPL), we are ~~will~~required ~~benefit~~to ~~from~~prevent athe ~~50%~~escape ~~discount~~of ~~for~~petroleum ~~the~~into ~~first~~any ~~five~~water, ~~years. In~~well, ~~the~~spring, ~~future~~stream river, ~~the~~lake ~~Nigerian~~reservoir, estuary or harbor, and government inspectors may ~~amend~~examine ~~royalty~~our ~~payment~~premises ~~levels~~to ~~for~~ensure ~~our~~that ~~future~~we ~~acquisitions~~comply with the regulations. The Department of Petroleum Resources also regulates environmental issues by requiring operators in the oil ~~assets~~and gas industry to obtain permits for oil-related effluent discharges from point sources and ~~such~~oil-related ~~changes~~project ~~could~~development. Non-compliance ~~have~~with aenvironmental ~~material~~laws ~~adverse~~may ~~effect~~result onin ~~our~~fines, ~~financial~~restrictions ~~condition~~on operations or ~~results~~other ~~of operation~~sanctions.

We are also subject to ~~extensive~~state and local environmental regulations issued by the regional environmental authorities, which oversee compliance with each state’s environmental laws and regulations inby ~~Nigeria~~oil and gas companies. If we fail to comply with any of these national or local environmental regulations we could be subject to administrative and criminal penalties, including warnings, fines and facilities closure orders.

Our operations are subject to extensive national, state and local environmental regulations in Nigeria. Environmental rules and regulations cover oil exploration and development activities as well as transportation, refining and production activities. These regulations establish, among others, quality standards for hydrocarbon products, air emissions, water discharges and waste disposal, environmental standards for abandoned crude oil wells, remedies for soil, water pollution and the general storage, handling, transportation and treatment of hydrocarbons in Nigeria. As a result of the creation of the Federal Ministry of Environment ("FME") in 1999 and the enactment of more rigorous laws, such as the Environmental Guidelines and Standards for the Petroleum Industry in Nigeria (EGASPIN) 2002, environmental regulations will substantially impact our operations and business results. Under the Environmental Impact Assessment Act of 1992, all exploratory project drilling must have an environmental impact assessment approved by the FME and must receive an environmental permit from the local authorities. As the operator of an Oil Prospecting License (OPL), we are required to prevent the escape of petroleum into any water, well, spring, stream river, lake reservoir, estuary or harbor, and government inspectors may examine our premises to ensure that we comply with the regulations. The Department of Petroleum Resources also regulates environmental issues by requiring operators in the oil and gas industry to obtain permits for oil-~~related~~ ~~effluent discharges~~6 ~~from point sources and oil~~-~~related project development. Non-compliance with environmental laws may result in fines, restrictions on operations or other sanctions.~~

WeEnvironmental ~~are~~compliance ~~also~~has ~~subject~~become tomore ~~state~~stringent in Nigeria in recent years and ~~local~~as ~~environmental~~a ~~regulations~~result ~~issued~~we bywill ~~the~~be ~~regional~~required ~~environmental~~to ~~authorities, which~~allocate ~~oversee~~a ~~compliance~~significant ~~with~~percentage ~~each~~of ~~state's~~our ~~environmental~~capital expenditures for compliance with these laws and regulations. These bycosts ~~oil~~may ~~and~~have ~~gas~~a ~~companies.~~negative Ifimpact weon ~~fail~~the ~~to comply~~profitability ~~with~~of ~~any~~the ofprojects we ~~these~~intend ~~national~~to undertake or ~~local~~may ~~environmental~~make ~~regulations~~them weeconomically ~~could~~unattractive, bein ~~subject~~turn tohaving ~~administrative~~a ~~and~~negative ~~criminal penalties,~~impact ~~including~~on ~~warnings,~~our ~~fines~~results of operations and ~~facilities~~financial ~~closure orders~~condition.

~~Return~~We tocurrently ~~Table~~operate ofonly ~~Contents~~in Nigeria.

~~-6-~~Because, for the foreseeable future, our oil revenues will be entirely based upon operations in Nigeria, the aforementioned risks unique to Nigeria may adversely affect us more than they would a company operating in several different countries.

~~Environmental~~Risks ~~compliance~~related ~~has become more stringent in Nigeria in recent years and as a result we will be required~~ to ~~allocate a significant percentage of~~ our capital expenditures for compliance with these laws and regulations. These costs may have a negative impact on the profitability of the projects we intend to undertake or may make them economically unattractive, in turn having a negative impact on our results of operations and financial condition.business

We ~~currently~~are ~~operate~~an exploration ~~only~~stage ~~in Nigeria~~company.

~~Because~~Following our acquisition of the Asher Assets, we ~~for~~are an exploration stage company. An exploration stage company is one in which substantial efforts are devoted to establishing a new business, but the ~~foreseeable~~planned ~~future~~principal business has not commenced, ~~our~~or, ~~oil~~has commenced but has not generated significant revenues. As ~~will~~a beresult, ~~entirely~~we ~~based~~have a limited history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our success must be considered in ~~Nigeria~~light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, ~~aforementioned~~and ~~risks~~the ~~unique~~development of a customer base. We have not generated revenue since our acquisition of the Asher Assets and are unlikely to ~~Nigeria~~become ~~may~~profitable ~~adversely~~for ~~affect~~some ustime. It ~~more~~is ~~than~~expected ~~they~~that ~~would~~we awill ~~company~~sustain ~~operating~~losses in ~~several~~the future. Management ~~different~~will ~~countries~~face the challenge of raising capital as well as building a management team able to execute our plans. There can be no assurance that we will meet and overcome these challenges.

~~Risks~~We ~~related~~are todependent ~~our~~on ~~business~~financing.

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

~~Following~~We ~~our~~intend ~~acquisition~~to ofraise financing in the ~~Asher~~form ~~Assets,~~of floating werate ~~are~~indebtedness anand/or ~~exploration~~equity ~~stage~~to ~~company. An~~pay ~~exploration~~the ~~stage~~$12,500,000 ~~company~~signature ~~is one~~bonus and $10,000,000 farm-in ~~which~~fee ~~substantial~~for ~~efforts~~our ~~are~~leasehold ~~devoted~~interest in toOil ~~establishing~~Prospecting aLicense ~~new~~(OPL) ~~business~~2012, ~~but~~and ~~the~~we ~~planned~~expect ~~principal~~to ~~business~~require ~~has~~further ~~not commenced,~~debt and/or, ~~has~~equity ~~commenced~~financing ~~but~~in ~~has~~the ~~not~~amount ~~generated~~of ~~significant~~$218,000,000 to ~~revenues. As~~$262,500,000 ato ~~result~~exploit OPL 2012. Accordingly, weif ~~have~~market ainterest ~~limited~~rates ~~history~~(principally ~~upon~~LIBOR) rise, our financing expenses could increase which could have an ~~evaluation~~adverse ofeffect on our ~~prospects~~results of operations and ~~future~~financial ~~performance~~condition. The ~~can~~size beof our ~~made~~indebtedness may restrict our growth. ~~Our~~ We ~~proposed~~will ~~operations~~need ~~are~~to ~~subject~~use a portion of our cash flow to ~~all~~pay principal and interest ~~business~~on ~~risks~~such ~~associated~~indebtedness, ~~with~~which may delay or even prevent us from pursuing certain new ~~enterprises~~business opportunities. ~~The~~ Some ~~likelihood~~loan agreements ofmay ~~our~~contain ~~success~~restrictive ~~must~~covenants bewhich ~~considered~~may inimpair ~~light~~our ofoperating ~~the~~flexibility. Failure ~~problems, expenses,~~to ~~difficulties,~~meet ~~complications,~~certain ~~and~~financial covenants ~~delays~~could ~~frequently~~cause ~~encountered~~us into ~~connection~~violate ~~with~~ the ~~expansion~~terms of aloan ~~business, operation~~agreements obtained in athe ~~competitive~~future, ~~industry~~if any, and ~~the~~thereby ~~development~~result in acceleration of aour ~~customer~~indebtedness, ~~base. We~~impair ~~have~~our ~~not~~liquidity ~~generated~~and ~~revenue~~limit ~~since~~ our ability to raise additional capital. Our failure to make required ~~acquisition~~debt ofpayments ~~the~~could ~~Asher~~result ~~Assets~~in ~~and~~an ~~are~~acceleration ~~unlikely~~of toour ~~become~~indebtedness, ~~profitable~~and, ~~for~~if ~~some~~unpaid, ~~time. It~~a isjudgment ~~expected~~in ~~that~~favor weof ~~will~~such ~~sustain~~lender would be ~~losses~~senior into the ~~future~~rights of holders of our common stock. ~~Management~~ A ~~will~~judgment ~~face~~creditor would have the ~~challenge~~right ofto ~~raising~~foreclose ~~capital~~on asany ~~well~~of our asassets ~~building~~resulting in a ~~management~~material ~~team~~adverse ~~able~~effect ~~to execute~~on our ~~plans. There~~business, ~~can~~operating beresults noor ~~assurance~~financial ~~that~~condition weand ~~will~~the ~~meet~~possible ~~and~~loss of ~~overcome~~all ~~these~~value ~~challenges~~in our common stock.

WeThe ~~are~~timing ~~dependent~~of onthe ~~financing~~various stages of our development plan is uncertain.

AsBefore awe ~~new~~may ~~company~~begin ~~with~~our ~~plans~~work ~~for~~program ~~major~~to ~~development~~develop OPL ~~activity~~2012, we ~~will~~must bepay ~~reliant~~a ~~upon~~$12,500,000 ~~funding~~signature bonus to ~~fully~~the ~~implement~~Nigerian government and a $10,000,000 farm-in fee to our ~~business~~ ~~plans~~local Nigerian partner, and ~~expand~~submit our ~~business~~work program for approval by the Nigerian government agencies responsible for oil exploration and production. ~~There~~ See ~~can~~Item be2, no“Financial ~~assurance~~Information ~~that~~– Management’s Discussion and Analysis of Financial Condition and Results of Operation”. Although we are in the process of concluding financing arrangements to raise sufficient funds to pay the signature bonus and farm-in fee, the exact timing of when we will be able to ~~obtain~~pay the ~~necessary~~signature ~~funding~~bonus and farm-in fee is uncertain. onFurthermore, ~~commercially~~although ~~reasonable~~our ~~terms~~management has had substantial experience working with oil and gas ventures in aNigeria ~~timely~~and ~~fashion,~~has ~~especially~~previously dealt ~~given~~with the ~~current~~Nigerian ~~global~~government ~~economy. Failure~~on other oil projects, it is impossible to ~~receive~~predict the timing of government approvals of oil development work programs. Such timing is entirely within the ~~funding~~control ~~could~~of ~~have~~the aNigerian ~~material~~government ~~adverse~~and ~~effect~~will depend on ~~our~~a ~~business~~variety of factors, ~~prospects~~including the government regulatory policies then in effect, the government agency department supervisors involved in the approval process, and ~~financial~~the ~~condition~~workload and staffing of the government agencies.

~~We intend to raise financing in the form of floating rate indebtedness and/or equity to pay the $12,500,000 signature bonus and $10,000,000 farm~~-in ~~fee~~7 for our leasehold interest in Oil Prospecting License (OPL) 2012, and we expect to require further debt and/or equity financing in the amount of $218,000,000 to $262,500,000 to exploit OPL 2012. Accordingly, if market interest rates (principally LIBOR) rise, our financing expenses could increase which could have an adverse effect on our results of operations and financial condition. The size of our indebtedness may restrict our growth. We will need to use a portion of our cash flow to pay principal and interest on such indebtedness, which may delay or even prevent us from pursuing certain new business opportunities. Some loan agreements may contain restrictive covenants which may impair our operating flexibility. Failure to meet certain financial covenants could cause us to violate the terms of loan agreements obtained in the future, if any, and thereby result in acceleration of our indebtedness, impair our liquidity and limit our ability to raise additional capital. Our failure to make required debt payments could result in an acceleration of our indebtedness, and, if unpaid, a judgment in favor of such lender would be senior to the rights of holders of our common stock. A judgment creditor would have the right to foreclose on any of our assets resulting in a material adverse effect on our business, operating results or financial condition and the possible loss of all value in our common stock.-

~~The~~We ~~timing~~are ofdependent ~~the~~on ~~various~~key ~~stages of our development plan is uncertain~~personnel.

~~Before~~Our wesuccess ~~may~~will ~~begin~~depend ~~our~~largely ~~work~~on ~~program to develop OPL 2012, we must pay a $12,500,000 signature bonus to~~ the ~~Nigerian~~efforts ~~government~~ and aabilities ~~$10,000,000~~of ~~farm-in fee to~~ our ~~local~~senior ~~Nigerian~~management. In ~~partner~~particular, ~~and~~we ~~submit~~are ~~our~~dependent ~~work~~upon ~~program~~our ~~for~~President ~~approval~~and byChief ~~the~~Executive Officer, ~~Nigerian~~Bayo ~~government~~O. ~~agencies~~Odunuga, ~~responsible~~and ~~for~~our ~~oil~~General ~~exploration~~Counsel and ~~production. See Item 2~~Secretary, ~~"Financial Information~~Patrick -O. ~~Management's~~Okorodudu, ~~Discussion~~who ~~and~~are ~~Analysis~~responsible offor ~~Financial~~developing ~~Condition~~our operations and ~~Results~~business ~~of Operation"~~plans. ~~Although~~ The weloss ~~are in~~of ~~the~~services ~~process~~ of ~~concluding~~senior ~~financing~~management ~~arrangements~~could tohave ~~raise~~a ~~sufficient~~substantial ~~funds~~adverse toeffect ~~pay~~on ~~the signature bonus and farm-in fee,~~us. The ~~the~~expansion ~~exact timing~~ of ~~when~~our webusiness will be ~~able~~largely tocontingent ~~pay~~on ~~the signature bonus and farm-in fee is uncertain. Furthermore, although~~ our ~~management~~ability ~~has~~to ~~had~~attract ~~substantial experience working with oil~~ and ~~gas~~retain ~~ventures~~highly inqualified ~~Nigeria~~corporate and ~~has previously~~operations ~~dealt~~level ~~with~~management ~~the~~team. There ~~Nigerian government on other oil projects, it~~ is ~~impossible~~no toassurance ~~predict~~that the ~~timing~~Company ofcan ~~government~~find ~~approvals of~~suitable ~~oil~~management ~~development~~personnel ~~work~~or ~~programs. Such timing is entirely within the control of the Nigerian government and~~ will ~~depend on~~have ~~a variety of factors, including the government regulatory policies then in effect, the government agency department~~financial ~~supervisors~~resources ~~involved~~to inattract ~~the~~or ~~approval~~retain ~~process,~~such ~~and~~people ~~the~~if ~~workload and staffing of the government agencies~~found.

~~Return~~Our tobusiness ~~Table~~will depend substantially on international prices for crude oil and refined products, and prices for these products are volatile. A sharp decrease in such prices could materially and adversely affect our business prospects and future results of ~~Contents~~operations.

~~-7-~~Crude oil prices have traditionally fluctuated as a result of a variety of factors including, among others, the following:

We• ~~are~~Changes ~~dependent~~in oninternational ~~key~~prices ~~personnel.~~of natural gas and refined products;

~~Our~~• ~~success~~Changes ~~will~~in ~~depend~~global ~~largely on the efforts~~ and ~~abilities~~regional ofdemand ~~our senior management. In particular, we are dependent~~for ~~upon our President~~ and ~~Chief~~supplies ~~Executive~~of ~~Officer,~~crude ~~Bayo O. Odunuga~~oil, ~~and~~natural ~~our~~gas ~~General Counsel~~ and ~~Secretary,~~refined Patrick O. Okorodudu, who are responsible for developing our operations and business plans. The loss of services of senior management could have a substantial adverse effect on us. The expansion of our business will be largely contingent on our ability to attract and retain highly qualified corporate and operations level management team. There is no assurance that the Company can find suitable management personnel or will have financial resources to attract or retain such people if found.products;

~~Our~~• ~~business~~Regulatory ~~will depend substantially on international prices for crude oil~~ and ~~refined~~tax ~~products, and prices for these products are volatile. A sharp decrease in such prices could materially and adversely affect our business prospects and future results of operations.~~changes;

~~Crude~~• ~~oil~~Inventory ~~prices have traditionally fluctuated as a result of a variety of factors including, among others, the following:~~levels;

·• Changes in international prices of natural gas and refined products; · Changes in global and regional demand for and supplies of crude oil, natural gas and refined products; · Regulatory and tax changes; · Inventory levels; · Increase in the cost of capital; · Adverse economic conditions; · Development of new technologies; · Economic and political events, especially in the Middle East and elsewhere with high levels of crude oil production; · The willingness and ability of the Organization of the Petroleum Exporting Countries or OPEC and its members to set production levels and prices; · Price and availability of alternative competing fuels; · Cost of, and disruptions in, shipping bulk oil; · Weather conditions; and · Terrorism and global conflict.

We• ~~anticipate~~Adverse ~~that~~economic our revenues will come from sales of crude oil and natural gas. A significant and sustained decrease in crude oil prices could have a negative impact on our results of operations and financial condition. In addition, a reduction of international crude oil prices could result in a delay in our capital expenditure plan, in particular delaying exploration and development activities, thereby delaying the incorporation of reserves.conditions;

~~The~~• ~~current~~Development ~~global~~of ~~financial~~new ~~crisis and uncertain economic environment have led to lower oil prices that, if sustained, may negatively affect our future cash flow and make it difficult for us to achieve our growth objectives.~~technologies;

~~The~~• ~~current~~Economic ~~global financial crisis~~ and ~~uncertain~~political ~~economic environment that worsened in the second half of 2008 have led to a worldwide decrease in demand for oil products. As a result~~events, ~~prices for oil products have fallen since~~especially the middle of 2008, from a high of approximately $137 per barrel (all countries spot price as estimated by the U.S. Energy Information Administration) to a low of approximately $34 per barrel at the beginning of 2009. Since the beginning of 2009 oil prices have recovered somewhat, currently averaging about $68 per barrel over the first three weeks of September 2009. During the first quarter of 2011, the average price per barrel has been around $110. If oil prices become low due to uncertain economic factors , we may be required to revise our growth objectives, particularly in ~~light of substantial decreases in~~ the ~~availability~~Middle ofEast ~~credit in the capital markets. The global financial~~ and ~~economic situation~~elsewhere ~~may also have a negative impact on third parties~~ with ~~whom~~high welevels ~~do, or may do, business. Any~~ of ~~these~~crude ~~factors~~oil ~~may affect our results of operations, financial condition and liquidity.~~production;

We• doThe ~~not~~willingness ~~own~~and ~~any~~ability of the ~~crude~~Organization of ~~oil~~the Petroleum Exporting Countries or OPEC and ~~natural~~its ~~gas~~members ~~reserves~~to inset ~~Nigeria.~~production levels and prices;

A• ~~guaranteed~~Price ~~source of crude oil~~ and ~~natural~~availability ~~gas reserves is essential to an oil and gas company's sustained production and generation~~ of ~~income. As~~alternative ~~mentioned above, under Nigerian law, the Nigerian government owns all crude~~competing oil and natural gas reserves in Nigeria and the concessionaire owns the oil and gas it produces. We possess the exclusive right to develop our reserves pursuant to concession agreements awarded to our local partners by the Nigerian government and we will own our percentage of the hydrocarbons we produce under the concession agreements, but if the Nigerian government were to restrict or prevent us from exploiting these crude oil and natural gas reserves, our ability to generate income would be adversely affected.fuels;

~~Return~~• toCost ~~Table~~ of, ~~Contents~~and disruptions in, shipping bulk oil;

~~-8-~~• Weather conditions; and

~~Achieving~~• ~~our~~Terrorism ~~long-term growth prospects depends on our ability to execute our strategic plan, in particular discovering additional reserves~~ and ~~successfully~~global ~~developing them, and failure to do so could prevent us from achieving our long-term goals for growth in production~~conflict.

~~The~~We ~~ability~~anticipate tothat ~~achieve~~ our ~~long-term~~revenues ~~growth~~will ~~objectives~~come ~~depends~~from sales onof ~~discovering~~crude oroil ~~acquiring~~and ~~new~~natural ~~reserves~~gas. A assignificant ~~well as~~and ~~successfully~~sustained ~~developing~~decrease ~~them~~in bycrude ~~completing~~oil ~~long~~prices ~~lead-time,~~could ~~capital-intensive~~have ~~projects~~a ~~timely~~negative ~~and~~ impact on ~~budget. Our exploration~~our ~~activities~~results ~~expose~~of usoperations toand ~~the~~financial ~~inherent~~condition. ~~risks~~In ~~of drilling~~addition, ~~including~~a ~~the~~reduction ~~risk~~of ~~that~~international ~~we will not discover commercially productive~~ crude oil orprices ~~natural~~could ~~gas~~result ~~reserves. As~~in a ~~described~~delay ~~below,~~in ~~the~~our ~~costs~~capital ~~associated~~expenditure ~~with~~plan, ~~drilling wells~~in ~~are~~particular ~~often~~delaying ~~uncertain,~~exploration and ~~numerous~~development ~~factors~~activities, ~~beyond~~thereby ~~our~~delaying ~~control~~the ~~may cause drilling operations to be curtailed,~~incorporation ~~delayed~~of ~~or cancelled~~reserves.

IfThe wecurrent ~~are~~global ~~unable~~financial tocrisis ~~conduct successful exploration~~ and uncertain ~~development~~economic ~~activities,~~environment orhave ifled weto dolower ~~not~~oil ~~acquire~~prices ~~properties having~~that, ~~proved~~if ~~reserves~~sustained, ~~our~~may ~~level~~negatively ofaffect ~~proved~~our ~~reserves~~future ~~will~~cash ~~decline~~flow ~~as reserves are extracted. Failure to secure additional~~and ~~reserves~~make atit ~~acceptable~~difficult ~~costs~~for ~~may impede~~ us ~~from~~to ~~achieving~~achieve our growth ~~and production targets and may have a negative effect on our results of operations and financial condition~~objectives.

~~Our~~The ~~future~~current ~~drilling~~global ~~activities~~financial ~~are~~crisis and uncertain economic environment that worsened in the second half of 2008 have led to a worldwide decrease in demand for oil products. As a result, prices for oil products have fallen since the middle of 2008, from a high of approximately $137 per barrel (all countries spot price as estimated by the U.S. Energy Information Administration) to a low of approximately $34 per barrel at the beginning of 2009. Since the beginning of 2009 oil prices have recovered somewhat, currently averaging about $68 per barrel over the first three weeks of September 2009. If oil prices remain low, we may be required to revise our growth objectives, particularly in light of substantial decreases in the availability of credit in the capital ~~intensive~~markets. The global financial and economic situation may ~~not~~also behave ~~productive~~a negative impact on third parties with whom we do, or may do, business. Any of these factors may affect our results of operations, financial condition and liquidity.

~~Drilling~~We ~~for~~do ~~crude~~not ~~oil~~own ~~and~~any ~~natural~~of ~~gas involves numerous risks, including~~ the ~~risk that we will not encounter commercially productive~~ crude oil orand natural gas ~~reservoirs. The costs of drilling, completing and operating wells~~reserves ~~are~~in ~~high or uncertain, and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including:~~Nigeria.

·A ~~Unexpected~~guaranteed ~~drilling~~source ~~conditions;~~of ·crude ~~Pressure~~oil orand ~~irregularities~~natural gas inreserves ~~formations;~~is ·essential ~~Security~~to ~~problems;~~an ·oil ~~Equipment~~and ~~failures~~gas orcompany's ~~accidents;~~sustained ·production ~~Fires~~and generation of income. As mentioned above, under ~~explosions~~Nigerian law, ~~blow-outs~~the ~~and~~Nigerian ~~surface~~government ~~cratering;~~owns ·all ~~Title~~crude ~~problems;~~oil ·and ~~Other~~natural ~~adverse~~gas ~~weather~~reserves ~~conditions;~~in Nigeria and ·the ~~Shortages~~concessionaire orowns the ~~delays~~oil inand gas it produces. We possess the ~~availability~~exclusive orright into develop our reserves pursuant to concession agreements awarded to our local partners by the ~~delivery~~Nigerian government and we will own our percentage of ~~equipment~~the hydrocarbons we produce under the concession agreements, but if the Nigerian government were to restrict or prevent us from exploiting these crude oil and natural gas reserves, our ability to generate income would be adversely affected.

~~Certain~~- of8 our future drilling activities may not be successful and, if unsuccessful, this failure could reduce the ratio at which we replace our reserves, which could have an adverse effect on our results of operations and financial condition.-

~~Competition~~Achieving ~~from~~our ~~local~~long-term ~~and~~growth ~~foreign~~prospects depends ~~crude~~on ~~oil~~our ~~companies~~ability ~~may~~to ~~have~~execute aour ~~negative~~strategic ~~impact~~plan, onin ~~our~~particular ~~ability~~discovering toadditional ~~gain~~reserves and successfully developing ~~access~~them, and failure to ~~additional~~do ~~crude~~so ~~oil~~could ~~and~~prevent ~~natural~~us ~~gas~~from ~~reserves~~achieving inour ~~Nigeria~~long-term ~~and~~goals ~~the~~for ~~surrounding~~growth ~~region~~in production.

~~NNPC~~The ~~and~~ability ~~DPR~~to ~~under~~achieve ~~the~~our ~~Nigerian~~long-term ~~Ministry~~growth objectives ofdepends ~~Petroleum~~on ~~Resources~~discovering ~~are~~or ~~the~~acquiring ~~key~~new ~~governmental~~reserves ~~entities~~as ~~responsible~~well ~~for promoting~~as ~~oil~~successfully ~~and~~developing ~~gas~~them ~~investments~~by incompleting ~~Nigeria,~~long ~~establishing reference terms for exploration rounds and assigning~~lead-time, ~~exploration~~capital-intensive ~~blocks~~projects totimely ~~oil~~ and ~~gas~~on ~~companies~~budget. Our ~~Under~~exploration ~~current~~activities ~~regulations,~~expose ~~only~~us to the ~~holder~~inherent risks of ~~a concession or assignee~~drilling, orincluding ~~other~~the ~~accredited~~risk ~~contractors~~that ~~can~~we ~~engage in petroleum exploration and production operations in Nigeria. We~~ will be ~~competing~~not ~~with~~discover ~~local~~commercially ~~and~~productive ~~foreign~~crude oil ~~companies~~or ~~for~~natural ~~additional~~gas ~~interests~~reserves. As indescribed below, ~~blocks offered for exploration by~~ the ~~Nigerian~~ ~~government. Our~~costs ~~ability~~associated towith ~~obtain~~drilling ~~access~~wells toare ~~potential~~often ~~production~~uncertain, ~~fields~~and ~~also~~numerous ~~will~~factors ~~depend~~beyond on our ~~ability~~control ~~to evaluate~~may ~~and~~cause ~~select~~drilling operations ~~potential hydrocarbon-producing fields and~~ to ~~adequately~~be ~~bid~~curtailed, ~~for~~delayed ~~these~~or ~~exploration fields~~cancelled.

WeIf we are unable to conduct successful exploration and development activities, or if we do not acquire properties having proved reserves, our level of proved reserves will ~~face~~decline as ~~similar~~reserves ~~competition~~are extracted. Failure to secure additional reserves at acceptable costs may impede us from ~~local~~achieving ~~market~~our growth ~~players~~and production targets and ~~international~~may ~~oil~~have ~~companies~~a innegative ~~Ghana~~effect ~~and~~on ~~other~~our ~~parts~~ results of ~~the~~operations ~~Gulf~~and offinancial ~~Guinea~~condition.

IfOur wefuture ~~are~~drilling ~~unable~~activities toare ~~adequately~~capital intensive ~~compete with foreign~~ and ~~local oil companies, or if we cannot enter into joint ventures with market players with properties where we could potentially find additional reserves, we~~ may benot ~~obligated to conduct exploration activities in less attractive blocks and our results of operations and financial condition may~~ be ~~adversely affected~~productive.

InDrilling ~~addition,~~for ~~many~~crude ofoil ~~our~~and ~~competitors~~natural ~~are~~gas ~~better~~involves numerous ~~capitalized~~risks, ~~than~~including wethe ~~are~~risk ~~and~~that ~~have~~we ~~substantially~~will ~~greater~~not ~~marketing and~~encounter ~~technological~~commercially ~~resources,~~productive ~~which~~crude ~~could~~oil ~~give~~or ~~them~~natural agas ~~significant~~reservoirs. The costs ~~competitive~~of ~~advantage. There~~drilling, iscompleting ~~the~~and ~~possibility~~operating ~~that our~~wells ~~competitors~~are ~~could~~high ~~capture~~or auncertain, ~~significant~~and ~~share~~drilling ofoperations ~~our~~may ~~intended~~be ~~market~~curtailed, ~~with~~delayed or canceled as a ~~materially~~result ~~adverse~~of ~~effect~~a onvariety ~~our anticipated~~of ~~financial~~factors, ~~performance.~~including:

~~Return~~• toUnexpected ~~Table~~drilling ~~of Contents~~conditions;

~~-9-~~• Pressure or irregularities in formations;

We• ~~may~~Security ~~experience difficulties in recruiting and retaining qualified personnel.~~problems;

~~The~~• ~~increase~~Equipment infailures worldwide activity in the oil and gas sector has resulted in an increase in the demand for qualified industry personnel. Compensation for oil engineers and other experienced industry personnel has risen in recent years making it harder for oil companies with smaller budgets to recruit and retain top talent. We will need to allocate resources to identifying and recruiting highly qualified personnel for our future drilling and other development activities. If we are unable to recruit the necessary personnel or ~~if we cannot retain existing personnel, we may not be able to operate adequately or meet our growth plans which could adversely affect our results of operations.~~accidents;

~~Our~~• ~~operations~~Fires, ~~may~~explosions, beblow-outs ~~disrupted~~and ~~as a result of external factors.~~surface cratering;

We• ~~will~~Title operate in both urban areas and remote and sometimes inhospitable regions. We are exposed to several risks that may disrupt our activities. These risks include, among others, adverse weather, fire disasters, explosions, malfunction of pipelines and emission of toxic substances. As a result of the occurrence of any of the above, our operational activities could be significantly affected or paralyzed. These risks could result in property damage, loss of revenue, cost of human lives, pollution and harm to the environment, among others. If any of these occur, we may be exposed to economic sanctions, fines or penalties.problems;

~~Management~~• ~~intends~~Other toadverse ~~purchase~~weather ~~a corporate insurance program standard for our industry with specific coverage against property damage, sabotage and terrorism, general, product and environmental liability, loss of cargo and crime~~conditions; ~~however~~ ~~it is uncertain on what terms such insurance will be available to us. Due to the nature of our business, we are a highly vulnerable company,~~ and could face losses due to risks excluded from or within deductibles of our corporate insurance program. Some other unexpected or unforeseen factors may affect our ability to continue our normal operations and materially affect our financial position.

~~Our~~• ~~business~~Shortages ~~will~~or ~~subject~~delays usin tothe ~~liability~~availability or ~~risks~~in the delivery of equipment.

WeCertain ~~intend~~of toour ~~produce,~~future ~~transport,~~drilling ~~refine~~activities ~~and~~may not ~~market~~be ~~materials~~successful ~~with potential toxicity~~and, ~~and~~if ~~purchase~~unsuccessful, ~~handle~~this ~~and dispose~~failure ofcould ~~other~~reduce ~~potentially~~the ~~toxic~~ratio ~~materials~~at inwhich ~~the~~we ~~course~~replace of our ~~business. Our operations will also produce byproducts~~reserves, which ~~may be considered pollutants. Any of these activities~~ could ~~result in liability, either as a result of an~~have ~~accidental,~~an ~~unlawful~~adverse ~~discharge~~effect ~~or as a result of new conclusions~~ on ~~the~~our ~~effects~~results of ~~our~~ operations onand ~~human~~financial ~~health or the environment~~condition.

~~Working~~Competition ~~with~~from ~~joint~~local ~~venture~~and ~~partners~~foreign ~~decreases~~crude oil companies may have a negative impact on our ability to ~~manage~~gain ~~risk~~access to additional crude oil and natural gas reserves in Nigeria and the surrounding region.

WeNNPC ~~will~~and ~~conduct~~DPR ~~many~~under ofthe ~~our~~Nigerian ~~operations~~Ministry ~~through~~of Petroleum ~~joint~~Resources ~~ventures~~are inthe ~~which~~key wegovernmental ~~share~~entities ~~control~~responsible ~~with~~for ~~other~~promoting ~~parties~~oil ~~such as local partners~~ and ~~local~~gas ~~government. Differences~~investments in ~~views~~Nigeria, ~~among~~establishing reference ~~the~~terms ~~joint~~for ~~venture~~exploration ~~participants~~rounds ~~may~~and ~~result~~assigning inexploration ~~delayed decisions~~blocks ~~or in failures~~ to ~~agree~~oil onand ~~major~~gas ~~issues~~companies. ~~There~~ isUnder ~~the~~current ~~risk~~regulations, ~~that~~only the ~~our~~holder ~~partners~~of ~~may~~a atconcession ~~any time have economic, business~~ or ~~legal~~assignee ~~interests~~ or ~~goals~~other ~~that~~accredited ~~are~~contractors ~~inconsistent~~can ~~with~~engage ~~those~~in ofpetroleum ~~the~~exploration ~~project~~and orproduction ~~us. There is also the risk our~~operations ~~partners~~in ~~may~~Nigeria. We will be ~~unable~~competing towith ~~meet~~local ~~their~~and ~~economic~~foreign oroil ~~other~~companies ~~obligations~~for ~~and~~additional weinterests ~~may~~in beblocks ~~required~~offered tofor exploration ~~fulfill~~by ~~those~~the ~~obligations alone~~Nigerian government. Our ~~failure~~ability to ~~adequately~~obtain ~~manage~~access ~~the~~to ~~risks~~potential ~~associated~~production ~~with~~fields ~~working~~also ~~with~~will ~~joint~~depend on ~~venture~~our ~~partners~~ability ~~could~~to ~~have~~evaluate ~~a material~~and ~~adverse~~select ~~effect~~potential onhydrocarbon-producing ~~our~~fields ~~financial~~and ~~condition~~to oradequately ~~results~~bid offor ~~operations~~these exploration fields.

We ~~anticipate~~will ~~entering~~face ~~into~~similar ~~additional~~competition ~~joint~~from ~~ventures~~local market ~~with~~players ~~other~~and ~~entities. There~~international isoil nocompanies ~~assurance~~in ~~that~~Ghana weand ~~will undertake~~other ~~such~~parts ~~joint~~of ~~ventures~~the ~~or,~~Gulf ifof ~~undertaken, that such joint ventures will be successful~~Guinea.

~~Regulation~~If ofwe ~~greenhouse~~are ~~gas~~unable ~~emissions~~to adequately compete with foreign and local oil companies, or if we cannot enter into joint ventures with market players with properties where we could ~~increase~~potentially find additional reserves, we may be obligated to conduct exploration activities in less attractive blocks and our ~~operational~~results ~~costs~~of operations and ~~reduce~~financial ~~demand~~condition ~~for~~may ~~our~~be ~~products~~adversely affected.

~~Management~~In ~~expects~~addition, ~~continued~~many ~~political~~of ~~attention~~our tocompetitors ~~issues~~are ~~concerning~~better capitalized ~~climate~~than ~~change,~~we are and ~~the~~have ~~role~~substantially ofgreater ~~human~~marketing ~~activity in~~and ittechnological ~~and~~resources, ~~potential~~which ~~remediation~~could orgive ~~mitigation~~them ~~through~~a ~~regulation~~significant competitive advantage. There is the possibility that our competitors could capture a significant share of our intended market with a materially ~~affect~~adverse effect on our ~~operations~~anticipated financial performance.

~~Our~~- ~~financial~~9 performance will depend on a number of factors, including, among others, the greenhouse gas emissions reductions required by law, the price and availability of emission allowances and credits, the extent to which we would be entitled to receive emission allowances or need to purchase them in the open market or through auctions and the impact of legislation on our ability to recover the costs incurred through the pricing of our products. Material cost increases or incentives to conserve or use alternative energy sources could reduce demand for our products. To the extent these costs are not ultimately reflected in the price of our products, our operating results will be adversely affected.-

~~Return~~We tomay ~~Table~~experience ofdifficulties ~~Contents~~in recruiting and retaining qualified personnel.

~~-10-~~The increase in worldwide activity in the oil and gas sector has resulted in an increase in the demand for qualified industry personnel. Compensation for oil engineers and other experienced industry personnel has risen in recent years making it harder for oil companies with smaller budgets to recruit and retain top talent. We will need to allocate resources to identifying and recruiting highly qualified personnel for our future drilling and other development activities. If we are unable to recruit the necessary personnel or if we cannot retain existing personnel, we may not be able to operate adequately or meet our growth plans which could adversely affect our results of operations.

~~Compliance~~Our ~~with~~operations ~~Sarbanes-Oxley~~may ~~Act~~be disrupted as a result of ~~2002~~external factors.

We will beoperate ~~exposed~~in toboth ~~significant~~urban ~~costs~~areas and ~~risks~~remote and ~~associated~~sometimes ~~with~~inhospitable ~~complying~~regions. We ~~with~~are ~~increasingly~~exposed ~~stringent~~to ~~and~~several ~~complex regulations~~risks ofthat ~~corporate~~may ~~governance~~disrupt ~~and~~our ~~disclosure standards imposed on public companies~~activities. ~~Changing~~ These risks ~~laws~~include, ~~regulations~~among ~~and standards~~others, ~~relating~~adverse toweather, ~~corporate~~fire ~~governance~~disasters, ~~and public disclosure~~explosions, ~~including~~malfunction ~~the Sarbanes-Oxley Act~~ of ~~2002,~~pipelines ~~new SEC regulations~~ and ~~stock~~emission ~~exchange rules require a growing expenditure~~ of ~~management~~toxic ~~time and external resources~~substances. In As ~~particular,~~a ~~Section~~result ~~404~~ of the ~~Sarbanes-Oxley~~occurrence ~~Act~~ of ~~2002~~any ~~requires management's annual review and evaluation~~ of ~~our internal~~the ~~controls~~above, ~~and attestations of the effectiveness of~~ our ~~internal~~operational ~~controls~~activities bycould ~~our~~be ~~independent~~significantly ~~registered~~affected ~~public accounting~~or ~~firm~~paralyzed. ~~Unless~~ ~~the~~These risks ~~SEC~~could ~~grants~~result ~~another extension, we will be required to provide our first management review~~ in ~~our~~property ~~SEC~~damage, ~~annual~~loss ~~report~~of ~~for~~revenue, ~~the~~cost ~~fiscal~~of ~~year~~human ~~ending December 31~~lives, ~~2009~~pollution and anharm ~~auditor~~to ~~attestation~~the ~~report~~environment, ~~will~~among ~~be required~~others. If ~~for~~any ~~the~~of ~~fiscal~~these ~~year ending December 31~~occur, ~~2010. This~~we ~~process~~may ~~will~~be ~~require~~exposed us to ~~hire~~economic ~~additional personnel and outside advisory services and will result in significant accounting~~sanctions, ~~audit~~fines ~~and~~or ~~legal expenses~~penalties.

~~Risks~~Management ~~related~~intends to purchase a corporate insurance program standard for our ~~common~~industry ~~stock~~with specific coverage against property damage, sabotage and terrorism, general, product and environmental liability, loss of cargo and crime; however it is uncertain on what terms such insurance will be available to us. Due to the nature of our business, we are a highly vulnerable company, and could face losses due to risks excluded from or within deductibles of our corporate insurance program. Some other unexpected or unforeseen factors may affect our ability to continue our normal operations and materially affect our financial position.

~~We do not have a recent trading history of common stock.~~ Our shares of common stock have not been traded publicly since April 30, 2009, which is prior to our acquisition of the Asher Assets and entry into the oil and gas industry. Prior to April 30, trading in our securities was very limited because we had no operating business ~~for several years. This filing~~ will ~~not~~subject inus and of itself provide the basis for a public market. If and when our common stock is registered for trading in the public market, an active and liquid public market for our common stock may not develop or be sustained. Illiquid or inactive trading markets generally result in higher price volatility and lower efficiency in the execution of sale and purchase orders in the securities markets. The market price of our common stock may fluctuate significantly in response to ~~a number of factors, some of which may~~liability ~~be beyond our control~~risks. ~~In the event that the trading price of our common stock declines, investors may lose all or part of their investment in our common stock.~~

We ~~do not~~ intend to ~~pay~~produce, ~~dividends. No~~transport, ~~dividends~~refine ~~have~~and market ~~been~~materials ~~paid~~with onpotential ~~our~~toxicity, ~~common~~and ~~stock.~~purchase, Wehandle doand ~~not~~dispose ~~anticipate~~of ~~the~~other ~~payment~~potentially oftoxic ~~cash~~materials ~~dividends~~ in the ~~foreseeable future. If~~course of our business. Our operations ~~become~~will ~~profitable~~also produce byproducts, itwhich ismay ~~anticipated~~be ~~that,~~considered ~~for~~pollutants. Any ~~the~~of ~~foreseeable~~these activities ~~future~~could result in liability, ~~any~~either ~~income~~as ~~received would~~a beresult ~~devoted~~of toan ~~our~~accidental, ~~future~~unlawful ~~operations~~discharge ~~and~~or ~~that~~as ~~cash~~a ~~dividends~~result ~~would~~of ~~not~~new beconclusions on ~~paid~~the toeffects of our ~~shareholders~~operations on human health or the environment.

~~Investors~~Working may suffer dilution. We intend to seek equity financing to fund our future operations and growth. If we raise additional funds by issuing equity securities, stockholders may experience dilution of their ownership interest (both with ~~respect~~joint toventure ~~the~~partners ~~percentage~~decreases ofour ~~total~~ability ~~securities held, and with respect~~ to ~~the~~manage ~~book value of their securities) and such securities may have rights senior to those of the holders of our common stock~~risk.

~~Our~~We ~~common~~will ~~stock~~conduct ismany ~~concentrated~~of our operations through joint ventures in ~~the~~which ~~hands~~we ofshare acontrol ~~few~~with ~~owners. Currently,~~other ~~our~~parties ~~officers~~such ~~and~~as ~~directors~~local partners and ~~their~~local ~~related~~government. Differences in ~~parties~~views ~~own~~among the ~~vast~~joint ~~majority~~venture ofparticipants ~~the~~may ~~Company's~~result ~~outstanding~~in ~~shares and~~delayed ~~are~~decisions ~~able~~or in failures to ~~elect~~agree ~~all~~on ofmajor issues. There is the ~~directors~~risk ~~and~~that ~~control~~our ~~the~~partners ~~Company. Investors~~may ~~will~~at ~~likely~~any ~~own~~time ahave ~~minority~~economic, ~~percentage~~business ofor legal interests or goals that are inconsistent with those of the project or us. There is also the risk our ~~entire~~partners ~~voting~~may ~~stock~~be unable to meet their economic or other obligations and ~~have~~we ~~minority~~may ~~voting~~be ~~rights. Investors~~required ~~will~~to ~~not~~fulfill ~~likely~~those ~~have~~obligations ~~the~~alone. Our ~~ability~~failure to ~~control~~adequately ~~either~~manage athe risks associated with ~~vote~~working ofwith ~~our~~joint ~~shareholders~~venture orpartners ~~Board~~could ofhave ~~Directors. See~~a ~~Item~~material 4,adverse ~~"Security~~effect ~~Ownership~~on ofour ~~Certain~~financial ~~Beneficial~~condition ~~Owners~~or ~~and Management"~~results of operations.

~~ITEM~~We ~~1B.~~anticipate ~~UNRESOLVED~~entering ~~STAFF~~into ~~COMMENTS~~additional joint ventures with other entities. There ~~None~~is no assurance that we will undertake such joint ventures or, if undertaken, that such joint ventures will be successful.

~~ITEM~~Regulation ~~2. PROPERTIES. Currently, all~~ of ~~our~~greenhouse ~~oil assets are located in Nigeria. Under Nigerian law, the federal government owns all crude oil and natural~~ gas ~~reserves~~emissions could inincrease ~~Nigeria,~~our ~~and~~operational wecosts ~~have certain rights to explore~~ and ~~produce~~reduce ~~those~~demand ~~reserves~~for inour ~~areas awarded by the Nigerian government after public bidding~~products. We hold a 40% leasehold interest in and operatorship of the Nigerian offshore oil block OPL 2012, located in the Niger Delta. OPL 2012 has an indefinite lease term, and only terminates if after ten years no development is undertaken by the leaseholders on the oil block.

~~Return~~Management expects continued political attention to ~~Table~~issues concerning climate change, and the role of ~~Contents~~human activity in it and potential remediation or mitigation through regulation that could materially affect our operations.

~~-11-~~Our financial performance will depend on a number of factors, including, among others, the greenhouse gas emissions reductions required by law, the price and availability of emission allowances and credits, the extent to which we would be entitled to receive emission allowances or need to purchase them in the open market or through auctions and the impact of legislation on our ability to recover the costs incurred through the pricing of our products. Material cost increases or incentives to conserve or use alternative energy sources could reduce demand for our products. To the extent these costs are not ultimately reflected in the price of our products, our operating results will be adversely affected.

~~Description~~- of10 OPL 2012 OPL 2012 is situated within the central portion of the offshore Niger Delta in what is usually referred to as the "nose of the Delta". This is an area associated with maximum deltaic progradation and sedimentation, usually evident in the maximum seaward growth of the delta within this region. The block is situated within the continental shelf, in water depths ranging from sixty meters to one hundred meters. OPL 2012 was carved out of what used to be OPL 225 (now OML 137) operated by Addax Petroleum. The block was recently awarded by the Nigerian Department of Petroleum Resources to a consortium led by Grasso Nigeria Limited. Previous drilling activities in the former block OPL 225 were concentrated in the southern part of the block. None of the wells drilled into the oil generating window.-

InCompliance April 2009, the Asher Shareholders commissioned an independent audit on OPL 2012. Bayphase Limited, a United Kingdom based oil and gas consultancy, performed the study. The purpose of the study was to categorize and evaluate the "Reserves, Contingent and Prospective" resources within OPL 2012 in accordance with ~~the~~Sarbanes-Oxley ~~Petroleum~~Act ~~Resources Management System (2007), proposed by the Society~~ of ~~Petroleum Engineers (SPE), American Association of Petroleum Geologists (AAPG),~~ ~~World Petroleum Council (WPC) and the Society of Petroleum Engineers (SPEE) as standardized definitions of petroleum resources and how they are estimated~~2002.

~~The~~We ~~study~~will ~~was~~be ~~performed~~exposed ~~through~~to asignificant ~~review~~costs ~~of seismic data~~ and risks ~~interpretations~~associated ~~and~~with ~~well~~complying ~~data~~with ~~reports. From~~increasingly ~~seismic data~~stringent and ~~interpretations,~~complex ~~there~~regulations ~~are~~of ~~two~~corporate ~~major~~governance ~~structures~~and indisclosure ~~OPL 2012. One structure in OPL 2012 contains an extension~~standards ofimposed ~~the~~on ~~producing~~public ~~Agbara field (located in OML 116 and operated by Eni/Agip)~~companies. ~~This~~ Changing ~~structure~~laws, isregulations ~~an "exploitation" development~~ and ~~less~~standards ~~risky~~relating to ~~develop~~corporate ~~because~~governance ~~of existing production~~ and ~~production~~public ~~facilities~~disclosure, including in the ~~Agbara~~Sarbanes-Oxley ~~field. Accordingly,~~Act ~~the~~of ~~resources~~2002, ~~associated~~new ~~with~~SEC ~~this~~regulations ~~structure~~and ~~have~~stock ~~been~~exchange ~~classified~~rules byrequire ~~Bayphase~~a ~~Limited~~growing inexpenditure ~~its~~of ~~audit report~~management astime ~~"reserves". The~~and ~~second~~external ~~structure~~resources. In isparticular, ~~located~~Section in404 ~~the southeast~~ of ~~OPL~~the ~~2012~~Sarbanes-Oxley ~~(Shokoloko~~Act ~~Discovery~~of ~~Extension~~2002 inrequires ~~OML 137~~management’s ~~operated~~annual byreview ~~Addax Petroleum)~~ and isevaluation anof ~~"exploration"~~our ~~development~~internal ~~because there is no production or production facilities nearby~~controls, ~~hence~~and itattestations isof ~~more~~the ~~risky~~effectiveness toof ~~develop. This~~our ~~structure~~internal ~~was~~controls ~~accordingly categorized~~ by ~~Bayphase~~our ~~Limited as "contingent~~independent ~~resources"~~registered ~~since~~public ~~there~~accounting ~~is currently no viable commercial recovery of known accumulation under development in or around this structure~~firm.

WeRisks ~~believe~~related that the presence of at least fifteen commercial oil fields in adjacent blocks indicates that the prospects of recovering oil from OPL 2012 are extremely high. However, we currently have no entitlement to ~~any~~our ofcommon ~~these adjacent fields, and the locality of OPL 2012 does not assure that OPL 2012 will experience recoveries similar to its neighboring fields.~~stock

AsWe ofdo ~~July~~not ~~30,~~have ~~2009~~a ~~and~~recent ~~according~~trading ~~to the public disclosures from the respective international oil company and the~~history ~~government regulatory agency responsible for hydrocarbon production in Nigeria (i.e. the Department~~ of ~~Petroleum Resources),~~common ~~three major multi-national oil companies, Shell, Eni/Agip and Addax Petroleum, have had great success around OPL 2012:~~stock.

~~Addax~~ The ~~Petroleum's~~market ~~OML~~price ~~126~~of ~~(Okwori~~our ~~and~~common stock ~~Nda~~may ~~fields)~~fluctuate ~~has~~significantly ~~produced~~in anresponse ~~estimated~~to ~~265~~a ~~million~~number ~~barrels~~ of ~~oil. Production commenced in March 2005 and averaged 41~~factors,~~250~~ ~~barrels~~some of ~~oil per day (BOPD) in 2007. Further east is Eni/Agip's OML 119 (Okono and Okpono fields)~~ which ~~has~~may ~~produced~~be anbeyond ~~estimated~~our ~~240 million barrels of oil~~control. In ~~Eni/Agip's~~the event ~~OML~~that ~~116~~the ~~(Agbara~~trading ~~field)~~price ~~is reported to have produced 100 to 120 million barrels~~ of ~~oil~~our tocommon ~~date.~~stock ~~Production commenced in 1989~~declines, ~~and~~investors ~~according~~may tolose ~~the~~all ~~production~~or ~~log~~part ~~with the Nigerian Department~~ of ~~Petroleum~~their ~~Resources,~~investment ~~the average production from OML 116~~ in ~~2008~~our ~~was~~common ~~7,500 BOPD~~stock. and northeast: Shell's OML 72 (Kalaeuele field), OML 74 (JK field) and OML 77 (HD field). Addax Petroleum's OML 137 (formerly OPL 225) (Shokoloko field) from which OPL 2012 was carved. (See diagrams 1 and 2)

~~Return~~We todo ~~Table~~not ofintend ~~Contents~~to pay dividends.

~~-12-~~No dividends have been paid on our common stock. We do not anticipate the payment of cash dividends in the foreseeable future. If our operations become profitable, it is anticipated that, for the foreseeable future, any income received would be devoted to our future operations and that cash dividends would not be paid to our shareholders.

~~Diagram~~Investors 1:may ~~OPL~~suffer ~~2012~~dilution.

~~Diagram~~We ~~2: Addax~~intend ~~Petroleum~~to ~~OML~~seek ~~137~~equity financing to fund our future operations and ~~126~~growth. If ~~fields~~we raise additional funds by issuing equity securities, stockholders may experience dilution of their ownership interest (both with respect to the percentage of total securities held, and with respect to the book value of their securities) and such securities may have rights senior to those of the holders of our common stock.

~~Source: Addax~~Our ~~Petroleum~~common stock is concentrated in the hands of a few owners.

~~http://www~~Currently, our officers and directors and their related parties own the vast majority of the Company’s outstanding shares and are able to elect all of the directors and control the Company.~~addaxpetroleum~~ Investors will likely own a minority percentage of our entire voting stock and have minority voting rights.~~com/operations/nigeria/license_areas_overview/offshore_license_areas/oml126-137~~ Investors will not likely have the ability to control either a vote of our shareholders or Board of Directors. See Item 4, “Security Ownership of Certain Beneficial Owners and Management”.

~~Agbara~~Item ~~field in nearby Eni/Agip's OML 116 (formerly OPL 472) has been found to extend significantly into block OPL 2012~~1B. ~~OML~~ ~~116~~Unresolved isStaff currently producing from the Agbara field and OPL 2012. We intend to pursue the unitization of Agbara field hydrocarbon production with ENI/Agip. One major structure on OPL 2012 that could be a potential prospect for hydrocarbon accumulations is of close proximity to OML 116. (See diagram 3)Comments

~~Return to Table of Contents~~None.

~~-13-~~Item 2. Properties

~~Diagram~~Currently, ~~3: ENI/AGIP~~all ~~OML~~of ~~116~~our potential oil assets are located in Nigeria. Under Nigerian law, the federal government owns all crude oil and ~~ASHERXINO~~natural gas reserves in Nigeria, and we have certain rights to explore and produce those reserves in areas awarded by the Nigerian government after public bidding. We will hold a 40% leasehold interest in and operatorship of the Nigerian offshore oil block OPL 2012, located in the Niger Delta. OPL 2012 has an indefinite lease term, and only terminates if after ten years no development is undertaken by the leaseholders on the oil block.

~~OML~~- ~~116~~11 - ~~AGBARA~~

~~Agbara~~Description ~~Deep~~of ~~Dir WELL - Level PQ - Depth Map~~ OPL 2012 ~~Datum: mean sea level C.I.: 10m~~

~~Source: ENI~~OPL ~~Exploration~~2012 is situated within the central portion of the offshore Niger Delta in what is usually referred to as the “nose of the Delta”. This is an area associated with maximum deltaic progradation and ~~Production~~sedimentation, ~~division~~usually evident in the maximum seaward growth of the delta within this region. The block is situated within the continental shelf, in water depths ranging from sixty meters to one hundred meters. OPL 2012 was carved out of what used to be OPL 225 (now OML 137) operated by Addax Petroleum. The block was recently awarded by the Nigerian Department of Petroleum Resources to a consortium led by Grasso Nigeria Limited. Previous drilling activities in the former block OPL 225 were concentrated in the southern part of the block. None of the wells drilled into the oil generating window.

~~There~~In isApril ~~currently~~2009, nothe 3DAsher ~~seismic~~Shareholders ~~acquisition~~commissioned an independent audit on OPL 2012. ~~However~~ Bayphase Limited, ~~about~~a ~~1400~~United ~~kilometers~~Kingdom ofbased 2Doil ~~seismic~~and ~~data exist~~gas inconsultancy, performed the ~~block~~study. ~~These~~ The purpose ~~seismic~~of ~~data~~the ~~show~~study ~~good~~was ~~reflection~~to ~~quality~~categorize ~~down~~and toevaluate ~~five~~the ~~seconds~~“Reserves, ofContingent ~~two~~and ~~way~~Prospective” ~~travel~~resources ~~time,~~within OPL or2012 ~~down~~in toaccordance ~~depths~~with the Petroleum Resources Management System (2007), proposed by the Society of ~~about~~Petroleum 4Engineers (SPE),~~000~~ American toAssociation 5of Petroleum Geologists (AAPG),~~000~~ ~~feet. Sedimentary~~World ~~packages~~Petroleum ~~typical~~Council of(WPC) and the ~~paralic~~Society ~~and~~of ~~marine~~Petroleum ~~paralic~~Engineers (SPEE) ~~Agbada~~as ~~formation~~standardized ~~can~~definitions beof ~~seen~~petroleum ~~down~~resources toand ~~the~~how ~~equivalent~~they ~~depths~~are estimated.

~~Although~~The ~~geologic~~study ~~structure~~was ~~alone~~performed isthrough ~~insufficient~~a ~~for~~review ~~hydrocarbon~~of seismic ~~deposits,~~data and interpretations and well data reports. From seismic ~~structural~~data ~~review~~and ~~also~~interpretations, there are two major structures ~~shows~~in ~~the~~OPL 2012. One structure in OPL 2012 ~~block~~contains toan beextension ~~dissected~~of the producing Agbara field (located in OML 116 and operated by ~~several~~Eni/Agip). This ~~synthetic~~structure is an “exploitation” development and ~~antithetic~~less ~~faults,~~risky ~~some~~to develop because of ~~which~~existing production ~~are~~and production facilities in the Agbara field. Accordingly, the resources associated with ~~structural~~this ~~closures~~structure have ~~that~~been ~~could~~classified beby ~~potential~~Bayphase ~~prospects~~Limited ~~for~~in ~~hydrocarbon~~its ~~accumulations~~audit report as “reserves”. A The ~~major~~second structure ~~building~~is located ~~fault~~in ~~close~~the tosoutheast ~~Addax~~of ~~Petroleum's~~OPL ~~OML~~2012 ~~137~~(Shokoloko ~~and~~Discovery ~~OML~~Extension ~~126~~in ~~has~~OML ~~been~~137 ~~identified. It~~operated ~~proceeds~~by ~~from~~ Addax Petroleum's) ~~OML~~and ~~119 (formerly~~is ~~OPL~~an ~~90),~~“exploration” development ~~cuts~~because ~~into~~there ~~the~~is ~~southeastern~~no ~~portion~~production ofor ~~the~~production ~~OPL~~facilities ~~2012 block~~nearby, ~~and~~hence ~~proceeds~~it ~~through~~is ~~the~~more ~~block~~risky ~~into~~to ~~Shell's~~develop. This ~~OML~~structure 74was ~~(another~~accordingly ~~producing~~categorized ~~block)~~by inBayphase ~~the~~Limited ~~northwest~~as ~~end~~“contingent resources” since there is currently no viable commercial recovery of ~~the~~known ~~OPL~~accumulation ~~2012~~under ~~block~~development in or around this structure.

~~Drilling~~We Inbelieve ~~Progress~~that the presence of at least fifteen Atcommercial ~~December~~oil ~~31,~~fields ~~2010~~in adjacent blocks indicates that the prospects of recovering oil from OPL 2012 are extremely high. However, we ~~there~~currently ~~was~~have no ~~drilling~~entitlement into ~~progress~~any of these adjacent fields, and the locality of OPL 2012 does not assure that OPL 2012 will experience recoveries similar to its neighboring fields.

~~Description~~As of ~~Physical~~July ~~Facilities We~~30, ~~lease~~2009 ~~office~~and ~~space~~according atto ~~5847~~the ~~San~~public disclosures ~~Felipe~~from ~~Street,~~the ~~17th~~respective ~~Floor,~~international ~~Houston,~~oil ~~Texas 77002. We~~company ~~seek~~and tothe ~~lease~~government ~~office~~regulatory ~~space~~agency responsible for hydrocarbon production in Nigeria (i.e. the Department of Petroleum Resources), ~~but~~three wemajor multi-national oil companies, Shell, Eni/Agip and Addax Petroleum, have ~~not~~had ~~yet~~great ~~identified~~success anaround ~~acceptable~~OPL ~~location.~~2012:

~~ITEM~~Ø 3.To ~~LEGAL~~the ~~PROCEEDINGS~~east: Addax Petroleum’s OML 126 (Okwori and Nda fields) has produced an estimated 265 million barrels of oil. ~~Presently~~Production commenced in March 2005 and averaged 41,250 ~~there~~barrels ~~are~~of nooil ~~material~~per ~~pending~~day ~~legal~~(BOPD) ~~proceedings~~in to2007. ~~which~~Further weeast ~~are~~is aEni/Agip’s ~~party,~~OML ~~and~~119 no(Okono ~~such~~and ~~proceedings~~Okpono ~~are~~fields) ~~known~~which tohas usproduced toan beestimated ~~threatened~~240 ormillion ~~contemplated~~barrels ~~against~~of usoil.

~~ITEM~~Ø 4.To ~~SUBMISSION~~the OFwest: ~~MATTERS~~Eni/Agip’s TOOML A116 ~~VOTE~~(Agbara OFfield) ~~SECURITIES~~is ~~HOLDERS~~reported to have produced 100 to 120 million barrels of oil to date. ~~None~~Production commenced in 1989, and according to the production log with the Nigerian Department of Petroleum Resources, the average production from OML 116 in 2008 was 7,500 BOPD.

~~Return~~Ø toTo ~~Table~~the ofnorth ~~Contents~~and northeast: Shell’s OML 72 (Kalaeuele field), OML 74 (JK field) and OML 77 (HD field).

~~-14-~~Ø To the south: Addax Petroleum’s OML 137 (formerly OPL 225) (Shokoloko field) from which OPL 2012 was carved. (See diagrams 1 and 2)

~~PART~~- II12 -

~~ITEM~~Diagram 5.1: OPL MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Our common stock is was previously listed for quotation in the Electronic Bulletin Board owned and maintained by NASDAQ, trading under the symbol "DTOX".2012

AsDiagram of2: Addax ~~April~~Petroleum ~~30,~~OML ~~2009,~~137 ~~the registration of our common stock under the Securities Exchange Act of 1934 was revoked,~~ and ~~there~~126 ~~is currently no established public trading market for our common stock. There has been no active trading market for our common stock for at least five years.~~fields

~~The~~Source: Addax ~~approximate number of record holders of our common stock as of the date of this Form 10-K is 2,656.~~Petroleum

~~Holders of our common stock are entitled to receive such dividends as may be declared by our Board of Directors~~http://www. ~~No dividends on our common stock have been paid to date nor do we anticipate that dividends will be paid in the foreseeable future~~addaxpetroleum.com/operations/nigeria/license_areas_overview/offshore_license_areas/oml126-137

~~ITEM~~Agbara 7.field ~~MANAGEMENT'S~~in ~~DISCUSSION~~nearby ~~AND~~Eni/Agip’s ~~ANALYSIS~~OML 116 OF(formerly ~~FINANCIAL~~OPL ~~CONDITION~~472) ~~AND~~has ~~RESULTS~~been OFfound ~~OPERATIONS.BR>~~to ~~Since~~extend wesignificantly ~~had~~into noblock ~~business~~OPL ~~operations~~2012. OML 116 is currently producing from the ~~2003~~Agbara ~~until~~field ~~our~~and ~~recent~~OPL ~~acquisition~~2012. We ofintend to pursue the ~~Asher~~unitization ~~Assets,~~of ~~and~~Agbara ~~therefore~~field nohydrocarbon ~~income~~production ~~from~~with ENI/Agip. One ~~operations,~~major ~~this~~structure ~~discussion~~on ~~involves~~OPL ~~only~~2012 ~~the~~that ~~plan~~could be a potential prospect for hydrocarbon accumulations is of ~~operation~~close proximity to OML 116. (See diagram 3)

In June 2009, our Board of Directors decided to enter into the business of owning and operating oil and gas assets by acquiring certain oil related assets. Our immediate objective is to create value from the production and exploration opportunities in our significant working interest in OPL 2012 by embarking on a work program that will include drilling operations and the hiring of about fifty to one hundred full-~~time~~ ~~employees. We~~13 ~~intend to finance its operations through a combination of debt and equity financing. In addition, management may decide to farm~~-out or sell some of our interest in OPL 2012 to finance the development of the block. We also intend to acquire additional leaseholds in and operatorships of offshore blocks in Nigeria and Ghana. In the long term, we aim to acquire and exploit the prolific oil and gas deposits across the Gulf of Guinea and worldwide.

WeDiagram ~~currently~~3: ENI/AGIP ~~have~~OML ~~few~~116 ~~capital resources~~ and weASHERXINO are unlikely to generate significant revenues for some time. This raises substantial doubt about our ability to continue as a going concern. See Notes to our Financial Statements in Item 8, "Financial Statements and Supplementary Data". Without realization of additional capital, it would be unlikely that we could continue as a going concern. However, management has been in discussions with several financial institutions (i.e. banks, private equity funds, sovereign funds, energy companies and other corporate entities) to procure funding for the development of OPL 2012 ~~through the issuance of debt and/or equity. Based on these discussions management anticipates obtaining sufficient funding to perform our obligations related to OPL 2012 over the next year.~~

~~Management~~OML is116 in– the process of concluding financing arrangements with financial institutions in Nigeria who are finalizing their due diligence and economic modeling for the project. Management anticipates raising sufficient funds to pay the $12,500,000 signature bonus to the Nigerian government and the $10,000,000 farm-in fee to our local partner in the near future.AGBARA

~~Upon~~Agbara ~~the~~Deep ~~payment~~Dir ofWELL ~~the~~– ~~signature~~Level ~~bonus,~~PQ ~~the development of OPL 2012 will take place in two phases over a three~~– ~~year~~Depth ~~period. In Phase 1 (Year 1), we will pursue one of two scenarios. Scenario 1 involves working jointly with Eni/Agip to develop~~ Map OPL 2012 Datum: ~~through~~mean ~~the~~sea ~~unitization~~level process, which enables owners of two straddled oil fields to proceed with the development and operation of the field as a single unit, to ensure maximum hydrocarbons recovery with no duplication of costsC. Scenario 2 involves pursuing an international joint venture partnership with Superior Well Drilling LLC and its local Nigerian partner Omega Maritime & Energy Limited (collectively, "Superior") to drill and complete one vertical well at 4,000 feetI. ~~Superior~~: will provide rigs and drill the well, and Superior will be paid from proceeds of hydrocarbons recovered. Engineering and environmental work will be done prior to drilling and completing the vertical well. Such engineering and environmental work will include the casing and design of the well.10m

~~Return~~Source: ENI toExploration ~~Table~~and ofProduction ~~Contents~~division

~~-15-~~There is currently no 3D seismic acquisition on OPL 2012. However, about 1400 kilometers of 2D seismic data exist in the block. These seismic data show good reflection quality down to five seconds of two way travel time, or down to depths of about 4,000 to 5,000 feet. Sedimentary packages typical of the paralic and marine paralic Agbada formation can be seen down to the equivalent depths.

InAlthough ~~either~~geologic ~~Scenario~~structure 1alone oris 2insufficient for hydrocarbon deposits, ~~revenue~~seismic ~~sharing~~structural ~~between~~review ~~Asher~~also ~~and~~shows ~~Eni/Agip~~the orOPL ~~Superior~~2012 ~~will~~block to be ~~negotiated~~dissected by several synthetic and ~~agreed~~antithetic byfaults, ~~the~~some ~~parties. Also,~~of ~~neither~~which ~~scenario~~are ~~includes~~associated ~~provision~~with structural closures that could be potential prospects for ahydrocarbon 3Daccumulations. A major ~~seismic~~structure ~~program,~~building asfault weclose ~~now~~to ~~believe~~Addax ~~that,~~Petroleum's ~~based~~OML 137 and OML 126 has been identified. It proceeds from onAddax ~~technical~~Petroleum’s ~~evaluation~~OML of119 (formerly OPL ~~2012~~90), ~~there~~cuts isinto athe ~~chance~~southeastern ~~that~~portion aof 3Dthe ~~seismic~~OPL ~~survey~~2012 ~~may~~block, ~~not~~and ~~need~~proceeds tothrough the beblock ~~performed~~into ~~given there~~Shell’s ~~exists~~OML ~~vintage~~74 2D(another ~~seismic~~producing ~~data~~block) onin the northwest end of the OPL 2012 block.

~~Scenario~~Drilling 1 is our preferred option because it is more cost effective. Production facilities are available in Eni/Agip's neighboring OML 116, and only require that the lateral well from OML 116 be extended into OPL 2012. Under Scenario 1, we may be able to avoid any further engineering work since all technical data relating to OPL 2012 will be provided from ongoing development and production in OML 116. However, we have not yet obtained Eni/Agip's agreement to jointly develop OPL 2012. In the event that we are unsuccessful in obtaining Eni/Agip's timely agreement, we will proceed with Scenario 2. An international Joint Venture Agreement ("JV Agreement") was previously executed by the Asher Shareholders and Superior pursuant to which Superior would execute drilling and operations for oil drilling projects secured by us (such as Scenario 2) and be reimbursed for providing such services by the joint venture from crude oil sales. The Asher Shareholders have assigned their rights in the JV Agreement to the Company. (See tables below)Progress

DESCRIPTION	TIME/DATE	AMOUNT	SOURCE
Signature Bonus	Pre-Day 1	$12,500,000	Banks/Pr. Equity funds
Farm-In Fees	Pre-Day 1	$10,000,000	Banks/Pr. Equity funds
Review and Approval of Work Program by Nigerian Government Agencies	Pre-Day 1
Unitization with AGIP (to extend lateral well into OPL 2012)	Day 1-60	$10,000,000	Banks/Pr. Equity funds
Salaries and Operating Expenses	Day 1-365	$3,000,000	Banks/Pr. Equity funds
WORK PROGRAM COSTS	Day 1-365	$35,500,000

At December 31, 2011, there was no drilling in progress.

~~SCENARIO~~Description 2of ~~(To~~Physical ~~partner with Superior and drill and complete one vertical well)~~Facilities

DESCRIPTION	TIME/DATE	AMOUNT	SOURCE
Signature Bonus	Pre-Day 1	$12,500,000	Banks/Pr. Equity funds
Farm-In Fees	Pre-Day 1	$10,000,000	Banks/Pr. Equity funds
Review and Approval of Work Program by Nigerian Government Agencies	Pre-Day 1
Engineering & Environmental Work (Casing & Design)	Day 1-60	$4,500,000	Banks/Pr. Equity funds
Drill and Complete One Vertical Well @ 4,000 feet	Day 61-91	$50,000,000	JV Partners and Banks/Pr. Equity funds
Salaries and Operating Expenses	Day 1-365	$3,000,000	Banks/Pr. Equity funds
WORK PROGRAM COSTS	Day 1-365	$80,000,000

We lease office space at 1 Glenlake Parkway NE, 7^th Floor, Atlanta, GA 30328 and 10A Ajanaku Street off Salvation Road, Opebi-Ikeja, Lagos, Nigeria.

~~The~~Item ~~project activities listed above are scheduled to run consecutively~~3. ~~Upon~~ ~~the~~Legal payment of the signature bonus, we will submit our work program to the Nigerian government agencies responsible for oil exploration and production, Department of Petroleum Resources (DPR) and the Nigerian National Petroleum Corporation (NNPC), who will each have to review the work program and approve it before any exploration or production can commence. Once the government agencies approve the work program, management will decide on the appropriate scenario to pursue for Phase 1. Day 1, the official start date of the OPL 2012 development project, will occur as soon as management determines which scenario it will follow.Proceedings

~~Return~~Presently, there are no material pending legal proceedings to ~~Table~~which we ofare ~~Contents~~a party, and no such proceedings are known to us to be threatened or contemplated against us.

~~-16-~~Item 4. Submission of Matters to a Vote of Securities Holders

~~In Phase 2 (Year 2 and 3), two or three additional wells will be drilled at an estimated total cost of $205,000,000~~None. ~~(See table below)~~

~~YEAR 2~~ - 314 ~~(Project Phase 2)~~ -

DESCRIPTION	TIME/DATE	AMOUNT	SOURCE
Drill and complete 2 Directional Drilling (DD) wells @ 5,000 feet	Day 366 - 1095	$200,000,000	JV Partners & Crude Oil Sale & Pr. Equity funds
Salaries and Operating Expenses	Day 366 - 1095	$5,000,000	Banks/Pr. Equity funds
WORK PROGRAM COSTS	Day 366 - 1095	$205,000,000

Part II

~~Results of Operations~~ Our ~~expenses~~common ~~for~~stock ~~the~~is ~~year~~listed ~~ended~~for ~~December~~quotation ~~31, 2010 were substantially higher than our expenses last year and consist~~in ~~mainly of legal and professional costs associated with~~ the ~~filing~~Electronic ofBulletin ~~our~~Board ~~registration~~owned ~~statement~~ and ~~travel~~maintained ~~costs associated~~by ~~with~~OTC, ~~doing~~trading ~~business~~under inthe ~~Nigeria~~symbol "AXNO".

CRITICAL ACCOUNTING POLICIES We prepare our consolidated and combined financial statements in this report using accounting principles that are generally accepted in the United States ("GAAP"). GAAP represents a comprehensive set of accounting and disclosure rules and requirements. We must make judgments, estimates, and in certain circumstances, choices between acceptable GAAP alternatives as we apply these rules and requirements. The ~~most~~approximate ~~critical~~number ~~estimate we make is the engineering estimate~~ of ~~proved~~record ~~oil~~holders ~~and gas reserves. This estimate affects the application~~ of ~~the successful efforts method of~~ ~~accounting, the calculation of depreciation, depletion, and amortization of oil and gas properties and the estimate of the impairment of~~ our ~~oil~~common ~~and~~stock ~~gas~~as ~~properties. It also affects the estimated lives used to determine asset retirement obligations. In addition, the estimates~~ of ~~proved oil and gas reserves are~~ the ~~basis~~date ~~for the related standardized measure~~ of ~~discounted~~this ~~future~~Form ~~net~~10-K ~~cash~~is ~~flows~~2,656.

~~Estimated~~Holders ~~Oil and Gas Reserves The evaluation~~ of our ~~oil~~common ~~and~~stock ~~gas~~are ~~reserves~~entitled ~~is critical~~ to ~~management of our operations and ultimately our economic~~ ~~success.~~receive ~~Decisions~~ such dividends as ~~whether~~may ~~development~~be ofdeclared aby ~~property~~our ~~should~~Board ~~proceed and what technical methods are available for development are based on an evaluation~~ of ~~reserves~~Directors. ~~These~~No ~~oil~~dividends ~~and~~on ~~gas reserve quantities are also used as the basis of calculating the unit-of-production rates for depreciation, evaluating impairment and estimating the life of~~ our ~~producing~~ ~~oil~~common ~~and~~stock ~~gas~~have ~~properties~~been inpaid ~~our~~to ~~asset~~date ~~retirement obligations. Our proved reserves are classified as either~~nor ~~proved~~do ~~developed~~we oranticipate ~~proved~~that ~~undeveloped.~~dividends ~~Proved~~will ~~developed reserves are those reserves which can~~ be ~~expected~~paid toin ~~be recovered~~the ~~through~~foreseeable ~~existing wells with existing equipment and operating methods~~future. Proved undeveloped reserves include reserves expected to be recovered from new wells from undrilled proven reservoirs or from existing wells where a significant major expenditure is required for completion and production. We also report probable reserves and possible reserves, each of which reflects a lower degree of certainty of realization than proved reserves.

~~Return~~Item to6. ~~Table~~Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operation

~~-17-~~Since we had no business operations from 2003 until our recent acquisition of the Asher Assets, and therefore no income from operations, this discussion involves only the plan of operation.

~~When~~In weJune ~~have proved reserves~~2009, ~~independent~~our ~~reserve~~Board ~~engineers will prepare the estimates~~ of ~~our~~Directors ~~oil and gas reserves~~decided ~~presented~~to inenter ~~our~~into ~~reports based on guidelines promulgated under GAAP and in accordance with~~ the ~~rules~~business ~~and regulations~~ of ~~the~~owning ~~Securities~~ and ~~Exchange~~operating ~~Commission.~~oil ~~The~~and ~~evaluation~~gas ofassets ~~reserves~~ by ~~the~~acquiring ~~independent~~certain ~~reserve~~oil ~~engineers~~related involves their rigorous examination of our technical evaluation and extrapolations of well information such as flow rates and reservoir pressure declines as well as other technical information and measurementsassets. Our ~~Reservoir engineers interpret~~immediate ~~these~~objective ~~data~~is to ~~determine~~create ~~the~~value ~~nature~~from of the ~~reservoir~~production and ~~ultimately~~exploration ~~the~~opportunities ~~quantity~~in ofour ~~proved,~~significant ~~probable~~working ~~and~~interest ~~possible~~in ~~oil~~OPL 2012 ~~and~~by ~~gas~~embarking ~~reserves~~on ~~attributable to~~ a ~~specific~~work ~~property.~~program ~~Proved~~that ~~reserves~~will include ~~only~~drilling ~~quantities~~operations ~~that~~and wethe ~~expect~~hiring toof ~~recover commercially~~about ~~using~~fifty ~~current~~to ~~prices,~~one ~~costs,~~hundred ~~existing~~full-time ~~regulatory practices and technology~~employees. ~~While we are reasonably certain~~ We ~~that~~intend ~~the~~to ~~proved~~finance ~~reserves~~its ~~will~~operations bethrough ~~produced, the timing and ultimate recovery can be affected by~~ a ~~number~~combination of ~~factors including~~debt ~~completion~~and ofequity ~~development~~financing. In ~~projects~~addition, ~~reservoir~~management ~~performance,~~may ~~regulatory approvals and changes in projections~~decide ofto ~~long~~farm-~~term~~out ~~oil~~or ~~and~~sell ~~gas~~some ~~prices.~~of ~~Revisions~~our ~~can~~interest ~~include~~in ~~upward~~OPL or2012 ~~downward~~to ~~changes~~finance in the ~~previously~~development ~~estimated volumes~~ of ~~proved~~the ~~reserves~~block. We ~~for~~also ~~existing~~intend ~~fields due~~ to ~~evaluation of (1) already available geologic, reservoir, or production~~acquire ~~data~~additional orleaseholds ~~(2)~~in ~~new~~and ~~geologic~~operatorships orof ~~reservoir~~offshore ~~data~~blocks ~~obtained~~in ~~from~~Nigeria ~~wells~~and Ghana. In ~~Revisions~~the ~~can~~long ~~also~~term, ~~include~~we ~~changes~~aim ~~associated~~to ~~with~~acquire ~~significant~~and ~~changes~~exploit inthe ~~development~~prolific ~~strategy,~~ oil and gas ~~prices,~~deposits oracross ~~production~~the ~~equipment/facility~~Gulf ~~capacity~~of Guinea and worldwide.

~~Standardized~~We ~~measure~~currently ofhave ~~discounted~~few ~~future~~capital ~~net~~resources ~~cash flows~~and ~~The~~we ~~standardized~~are ~~measure~~unlikely ofto ~~discounted~~generate ~~future~~significant ~~net~~revenues ~~cash~~for ~~flows~~some ~~relies~~time. This onraises ~~these~~substantial ~~estimates~~doubt ofabout ~~oil~~our ~~and~~ability ~~gas~~to ~~reserves using~~continue ~~commodity~~as ~~prices~~a ~~and~~going ~~costs~~concern. See ~~Effective~~Notes ~~for~~to ~~the~~our ~~year~~Financial ~~ending~~Statements ~~December~~in 31Item 8, ~~2010~~“Financial Statements and ~~later,~~Supplementary ~~commodity~~Data”. Without realization ~~prices~~of ~~are~~additional ~~based~~capital, ~~on the~~it ~~average~~would ~~prices~~be asunlikely ~~measure~~that onwe ~~the~~could ~~first~~continue ~~day~~as ofa ~~each~~going ofconcern. However, ~~the~~management has ~~last~~been ~~twelve~~in ~~calendar~~discussions ~~months.~~with ~~While~~several wefinancial ~~believe~~institutions ~~that~~(i.e. ~~future operating~~banks, ~~costs~~private ~~can~~equity befunds, ~~reasonably~~sovereign ~~estimated~~funds, ~~future~~energy ~~prices~~companies and ~~are~~other ~~difficult~~corporate entities) to ~~estimate~~procure ~~since~~funding for the ~~market~~development ~~prices~~of ~~are influenced~~OPL by2012 ~~events~~through ~~beyond~~the ~~our~~issuance ~~control~~of debt and/or equity. Based on ~~Future~~these ~~global~~discussions ~~economic~~management ~~and~~anticipates ~~political~~obtaining ~~events~~sufficient ~~will~~funding ~~most~~to ~~likely~~perform ~~result~~our ~~in significant~~obligations ~~fluctuations~~related into ~~future~~OPL ~~oil~~2012 ~~and~~over ~~gas~~the next ~~prices~~year.

~~Revenue~~Management ~~Recognition We~~is ~~recognize~~in ~~oil~~the ~~and~~process ~~gas~~of ~~revenue~~concluding financing ~~from~~arrangements ~~interests~~with infinancial ~~producing~~institutions ~~wells~~in asNigeria ~~the~~who ~~oil~~are ~~and~~finalizing ~~gas~~their isdue ~~sold.~~diligence ~~Revenue~~and ~~from~~economic ~~the~~modeling for ~~purchase,~~the ~~transportation,~~project. Management ~~and~~anticipates ~~sale~~raising ofsufficient ~~natural~~funds ~~gas~~to ispay ~~recognized~~the ~~upon~~$12,500,000 ~~completion~~signature ofbonus to the ~~sale~~Nigerian government and ~~when~~the ~~transported volumes~~$10,000,000 ~~are~~farm-in ~~delivered.~~fee ~~We recognize revenue related~~ to ~~gas~~our ~~balancing~~local ~~agreements~~partner ~~based~~in on the ~~entitlement~~near ~~method~~future.

~~Oil~~Upon the payment of the signature bonus, the development of OPL 2012 will take place in two phases over a three year period. In Phase 1 (Year 1), we will pursue one of two scenarios. Scenario 1 involves working jointly with Eni/Agip to develop OPL 2012 through the unitization process, which enables owners of two straddled oil fields to proceed with the development and ~~Gas~~operation ~~Exploration~~of the field as a single unit, to ensure maximum hydrocarbons recovery with no duplication of costs. Scenario 2 involves pursuing an international joint venture partnership with Superior Well Drilling LLC and ~~Development~~its local Nigerian partner Omega Maritime & Energy Limited (collectively, ~~Oil~~“Superior”) to drill and ~~gas~~complete ~~exploration~~one vertical well at 4,000 feet. Superior will provide rigs and ~~development~~drill the ~~costs~~well, ~~are~~and ~~accounted~~Superior ~~for~~will ~~using~~be paid from proceeds of hydrocarbons recovered. Engineering and environmental work will be done prior to drilling and completing the ~~full~~vertical ~~cost~~well. Such ~~method~~engineering and environmental work will include the casing and design of ~~accounting~~the well.

~~Oil~~- ~~and~~15 Natural Gas Properties We account for our oil and natural gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (SEC). Under this method, subject to a limitation based on estimated value, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including internal costs directly associated with acquisition, exploration, and development activities, the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized within a cost center on a country by country basis. Costs of production and general and administrative corporate costs unrelated to acquisition, exploration, and development activities are expensed as incurred.-

~~Costs~~In ~~associated~~either ~~with~~Scenario ~~unevaluated~~1 ~~properties~~or ~~are~~2, ~~capitalized~~revenue assharing between ~~oil~~Asher and ~~natural~~Eni/Agip ~~gas~~or ~~properties~~Superior ~~but~~will ~~are~~be ~~excluded from~~negotiated ~~the~~and ~~amortization~~agreed ~~base~~by ~~during~~ the ~~evaluation period~~parties. Also, ~~When~~neither wescenario ~~determine~~includes provision ~~whether~~for ~~the~~a ~~property~~3D ~~has~~seismic ~~proved~~program, ~~recoverable reserves~~as orwe ~~not~~now believe that, orbased ifon ~~there~~technical isevaluation anof ~~impairment~~OPL 2012, ~~the~~there ~~costs~~is ~~are~~a ~~transferred~~chance ~~into~~that ~~the~~a 3D ~~amortization~~seismic ~~base~~survey ~~and~~may ~~thereby~~not ~~become subject~~need to ~~amortization. We~~be ~~evaluate~~performed ~~unevaluated~~given ~~properties~~there ~~for~~exists ~~impairment~~vintage at2D ~~least~~seismic ~~annually~~data on OPL 2012.

~~Capitalized~~Scenario ~~costs~~1 ~~included~~is inour ~~the~~preferred ~~amortization~~option ~~base~~because it is more cost effective. Production facilities are ~~depleted~~available ~~using~~in Eni/Agip’s neighboring OML 116, and only require that the ~~units~~lateral ofwell ~~production~~from ~~method~~OML ~~based~~116 onbe extended into OPL 2012. Under Scenario 1, we may be able to avoid any further ~~proved~~engineering ~~reserves~~work since all technical data relating to OPL 2012 will be provided from ongoing development and production in OML 116. ~~Depletion~~ However, iswe ~~calculated~~have ~~using~~not yet obtained Eni/Agip’s agreement to jointly develop OPL 2012. In the ~~capitalized~~event that ~~costs~~we ~~included~~are unsuccessful in ~~the~~obtaining ~~amortization~~Eni/Agip’s ~~base~~timely agreement, ~~including~~we will proceed with Scenario 2. An international ~~estimated~~Joint ~~asset~~Venture ~~retirement~~Agreement ~~costs,~~(“JV ~~plus~~Agreement”) was previously executed by the ~~estimated~~Asher ~~future~~Shareholders ~~expenditures~~and Superior pursuant to which Superior would execute drilling and operations for oil drilling projects secured by us (such as Scenario 2) and be ~~incurred~~reimbursed for inproviding ~~developing~~such ~~proved~~services ~~reserves,~~by the joint venture from crude oil sales. The Asher Shareholders have assigned their rights ~~net~~in ofthe ~~estimated~~JV ~~salvage~~Agreement ~~values~~to the Company. (See tables below)

~~Return~~YEAR to1 ~~Table~~(Project ofPhase ~~Contents~~1) – Authorization For Expenditure (AFE)

~~-18-~~SCENARIO 1 (With agreement to unitize with Eni/Agip)

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

DESCRIPTION	TIME/DATE	AMOUNT	SOURCE
Signature Bonus	Pre-Day 1	$12,500,000	Banks/Pr. Equity funds
Farm-In Fees	Pre-Day 1	$10,000,000	Banks/Pr. Equity funds
Review and Approval of Work Program by Nigerian Government Agencies	Pre-Day 1
Unitization with AGIP (to extend lateral well into OPL 2012)	Day 1-60	$10,000,000	Banks/Pr. Equity funds
Salaries and Operating Expenses	Day 1-365	$3,000,000	Banks/Pr. Equity funds
WORK PROGRAM COSTS	Day 1-365	$35,500,000

~~Sales~~SCENARIO or2 ~~other~~(To ~~dispositions~~partner ofwith ~~oil~~Superior and ~~natural~~drill ~~gas~~and ~~properties are accounted for as adjustments to capitalized costs,~~complete ~~with~~one novertical ~~gain or loss recorded unless the ratio of cost to proved reserves would significantly change.~~well)

Depreciation of Other Property and Equipment Furniture, fixtures, equipment, and other are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated life of these assets range from three to five years.

DESCRIPTION	TIME/DATE	AMOUNT	SOURCE
Signature Bonus	Pre-Day 1	$12,500,000	Banks/Pr. Equity funds
Farm-In Fees	Pre-Day 1	$10,000,000	Banks/Pr. Equity funds
Review and Approval of Work Program by Nigerian Government Agencies	Pre-Day 1
Engineering & Environmental Work (Casing & Design)	Day 1-60	$4,500,000	Banks/Pr. Equity funds
Drill and Complete One Vertical Well @ 4,000 feet	Day 61-91	$50,000,000	JV Partners and Banks/Pr. Equity funds
Salaries and Operating Expenses	Day 1-365	$3,000,000	Banks/Pr. Equity funds
WORK PROGRAM COSTS	Day 1-365	$80,000,000

~~Impairment~~The ofproject ~~Properties,~~activities ~~Plants~~listed ~~and~~above ~~Equipment Properties, plants and equipment used in operations~~ are ~~assessed for impairment whenever changes in facts and~~scheduled ~~circumstances indicate a possible significant deterioration in the future cash flows expected~~ to berun ~~generated by an asset group~~consecutively. Upon ~~If, upon review,~~ the ~~sum~~payment of the ~~undiscounted~~signature ~~pretax cash flows is less than the carrying value of the asset group~~bonus, ~~the~~we ~~carrying~~will ~~value~~submit isour ~~written~~work ~~down~~program to ~~estimated~~the ~~fair~~Nigerian ~~value~~government agencies ~~through~~responsible ~~additional~~for ~~amortization~~oil orexploration ~~depreciation provisions~~ and ~~reported~~production, asDepartment ~~impairments~~of inPetroleum ~~the~~Resources ~~periods~~(DPR) inand ~~which~~ the ~~determination~~Nigerian ofNational ~~the impairment is made. Individual~~Petroleum ~~assets~~Corporation ~~are~~(NNPC), ~~grouped~~who ~~for~~will ~~impairment~~each ~~purposes~~have atto review the ~~lowest~~work ~~level~~program ~~for~~and ~~which~~approve ~~there~~it ~~are~~before ~~identifiable~~any ~~cash~~exploration ~~flows~~or ~~that~~production ~~are~~can ~~largely~~commence. Once ~~independent~~the ofgovernment ~~the~~agencies ~~cash~~approve ~~flows~~the ofwork ~~other~~program, ~~groups~~management ofwill ~~assets-generally~~decide on athe ~~field-by-field~~appropriate ~~basis for exploration and~~scenario ~~production~~to ~~assets,~~pursue ~~at an entire complex level~~ for ~~refining~~Phase ~~assets or at a site level for retail stores~~1. Day ~~Because there usually is a lack of quoted market prices for long-lived assets~~1, the ~~fair~~official ~~value~~start ofdate ~~impaired assets is determined based on the present values~~ of ~~expected future cash flows using discount rates commensurate with~~ the ~~risks~~OPL ~~involved~~2012 indevelopment ~~the asset~~project, ~~group~~will oroccur ~~based~~as onsoon aas ~~multiple of operating cash flow validated with historical market transactions of similar assets where possible. Long-lived assets committed by~~ management ~~for disposal within one year are accounted for at the lower of~~ ~~amortized~~determines ~~cost~~which orscenario ~~fair~~it ~~value,~~will ~~less cost to sell~~follow.

The expected future cash flows used for impairment reviews and related fair value calculations are based on estimated future production volumes, prices and costs, considering all available evidence at the date of review. If the future production price risk has been hedged, the hedged price is used in the calculations for the period and quantities hedged. The impairment review includes cash flows from proved developed and undeveloped reserves, including any development expenditures necessary to achieve that production. Additionally, when probable reserves exist, an appropriate risk-~~adjusted amount~~ of16 these reserves may be included in the impairment calculation. The price and cost outlook assumptions used in impairment reviews differ from the assumptions used in the Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserve Quantities. In that disclosure, SFAS No. 69, "Disclosures about Oil and Gas Producing Activities," requires inclusion of only proved reserves and the use of prices and costs at the balance sheet date, with no projection for future changes in assumptions.-

~~Asset~~In ~~Retirement~~Phase ~~Obligations~~2 ~~and~~(Year ~~Environmental~~2 ~~Costs We record the fair value of legal obligations to retire~~ and ~~remove~~3), ~~long-lived~~two ~~assets~~or inthree ~~the~~additional ~~period~~wells inwill ~~which the~~be ~~obligation~~drilled ~~is incurred (typically when the asset is installed~~ at ~~the~~an ~~production~~estimated ~~location).~~total ~~When the liability is initially recorded, we capitalize this~~ cost ~~by increasing the carrying amount~~ of ~~the related properties~~$205, ~~plants and equipment~~000,000. (See ~~Over~~table ~~time the liability is increased for the change in its present value, and the capitalized cost in properties, plants and equipment is depreciated over the useful life of the related asset.~~below)

~~Environmental~~YEAR ~~expenditures~~2 ~~are~~- ~~expensed~~3 or capitalized, depending upon their future economic benefit. Expenditures that relate to an existing condition caused by past operations, and do not have a future economic benefit, are expensed. Liabilities for environmental expenditures are recorded on an undiscounted basis (~~unless~~Project ~~acquired~~Phase ~~in a purchase business combination~~2) when environmental assessments or cleanups are probable and the costs can be reasonably estimated. Recoveries of environmental remediation costs from other parties, such as state reimbursement funds, are recorded as assets when their receipt is probable and estimable.

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DESCRIPTION	TIME/DATE	AMOUNT	SOURCE
Drill and complete 2 Directional Drilling (DD) wells @ 5,000 feet	Day 366 - 1095	$200,000,000	JV Partners & Crude Oil Sale & Pr. Equity funds
Salaries and Operating Expenses	Day 366 - 1095	$5,000,000	Banks/Pr. Equity funds
WORK PROGRAM COSTS	Day 366 - 1095	$205,000,000

Should we be unable to fund any of the development costs related to OPL 2012, its local partner, Sigmund Oilfield Limited, would notify us of our non-19performance and formally request that we perform our agreed obligations. We would be given the opportunity to rectify or cure such fundamental non-performance issues if they are within our control. In case of further default, Sigmund Oilfield Limited would have the option to seek to terminate its agreements with us and potentially terminate our interest in OPL 2012. However, the OPL 2012 agreements were not drafted in such a manner that allows for immediate repercussions or sanctions imposed on us in the event we are unable to fund any of the development costs. Rather, the agreements provide for a dispute resolution process and contemplate discussion and negotiation among the parties in the event of our inability to perform. For example, although the $12,500,000 signature bonus and $10,000,000 farm-in fee were each deemed payable on May 15, 2009, we suffered no negative consequences from being delinquent in paying these amounts since it has regularly updated Sigmund Oilfield Limited on the status of when payments would be made and Sigmund Oilfield Limited has granted informal extensions of time for us to make such payments.

~~Stock~~Results Based Compensation Effective January 1, 2006, we adopted SFAS No. 123(R), "Share-Based Payment". SFAS 123(R) replaced SFAS No. 123 and supersedes APB Opinion No. 25. SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The pro forma disclosures previously permitted under SFAS 123 are no longer an alternative to financial statement recognition. We adopted SFAS 123(R) using the modified prospective method which requires the application of the accounting standard as of January 1, 2006. The consolidated and combined financial statements for the years ended December 31, 2009 and 2008 reflect the impact of adopting SFAS 123(R).Operations

~~Income~~Our ~~Taxes Deferred~~expenses ~~income~~for ~~taxes are based on~~ the ~~difference~~year ~~between~~ended ~~the~~December ~~financial reporting and tax basis of assets and~~31, ~~liabilities. The~~2009 ~~deferred~~were ~~income~~substantially ~~tax~~higher ~~provision~~than ~~represents~~our ~~the~~expenses ~~change~~last ~~during~~year ~~the reporting period in the deferred tax assets~~ and ~~deferred~~consist ~~tax~~mainly ~~liabilities, net~~ of ~~the~~legal ~~effect~~professional ~~of acquisitions~~ and ~~dispositions. Deferred~~consulting ~~income~~costs ~~tax~~associated ~~assets~~with ~~include tax loss and credit carryforwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion of all of~~ the ~~deferred~~filing ~~tax assets will be not be realized. Significant judgment is required in assessing the timing and amounts~~ of ~~deductible and taxable items. We establish reserves when, despite~~ our ~~belief~~registration ~~that~~statement ~~our tax return positions are fully supportable, we believe that certain positions may be challenged~~ and ~~potentially~~travel ~~disallowed. When~~costs ~~facts~~associated ~~and~~with ~~circumstances~~doing ~~change,~~business wein ~~adjust these reserves through our provision for income taxes~~Nigeria.

ToCRITICAL ~~the~~ACCOUNTING extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and are classified as a component of income tax expense in our Statement of Operations.POLICIES

We ~~adopted~~prepare ~~the~~our ~~provisions~~consolidated ofand ~~Financial~~combined ~~Accounting~~financial statements ~~Standards~~in ~~Board~~this ~~(FASB)~~report ~~Interpretation~~using ~~No.~~accounting ~~48,~~principles ~~"Accounting~~that ~~for Uncertainty~~are generally accepted in ~~Income~~the ~~Taxes,~~United anStates ~~Interpretation~~(“GAAP”). ofGAAP represents ~~FASB~~a ~~Statement~~comprehensive ~~No.~~set ~~109,"~~of ~~(FIN~~accounting ~~48)~~and ondisclosure ~~January~~rules 1,and ~~2007~~requirements. ~~The~~We ~~adoption did~~must ~~not~~make ~~result~~judgments, estimates, and in acertain circumstances, ~~material~~choices ~~adjustment~~between toacceptable ~~the~~GAAP ~~Company's~~alternatives ~~tax~~as ~~liability~~we ~~for~~apply ~~unrecognized~~these ~~income~~rules ~~tax~~and ~~benefits~~requirements. ~~If applicable,~~ weThe ~~would~~most ~~recognize~~critical ~~interest~~estimate we ~~and~~make ~~penalties~~is ~~related~~the toengineering ~~uncertain~~estimate ~~tax~~of ~~positions~~proved inoil ~~interest~~and ~~expense~~gas reserves. AsThis estimate affects the application of the successful efforts ~~December~~method 31of accounting, ~~2010~~the calculation of depreciation, wedepletion, ~~had~~and ~~not~~amortization ~~accrued~~of ~~interest~~oil orand ~~penalties~~gas ~~related~~properties toand ~~uncertain~~the ~~tax~~estimate ~~positions~~of the impairment of our oil and gas properties. ~~The~~It ~~tax~~also ~~years~~affects ~~2006-2010 remain~~the ~~open~~estimated lives used to ~~examination~~determine ~~for~~asset ~~federal~~retirement ~~income~~obligations. In ~~tax~~addition, ~~purposes~~the estimates of proved oil and bygas reserves are the ~~other~~basis ~~major~~for ~~taxing~~the ~~jurisdictions~~related tostandardized ~~which~~measure weof ~~are~~discounted future ~~subject~~net cash flows.

InEstimated ~~May~~Oil ~~2007, the FASB issued FSP No. FIN 48-1, Definition of Settlement in FASB Interpretation No. 48, (FIN 48-1) which amends FIN 48~~ and ~~provides~~Gas guidance concerning how an entity should determine whether a tax position is "effectively," rather than the previously required "ultimately," settled for the purpose of recognizing previously unrecognized tax benefits. In addition, FIN 48-1 provides guidance on determining whether a tax position has been effectively settled. The guidance in FIN 48-1 is effective upon the initial January 1, 2007 adoption of FIN 48. Companies that have not applied this guidance must retroactively apply the provisions of this FSP to the date of the initial adoption of FIN 48. We have adopted FIN 48-1 and no retroactive adjustments were necessary.Reserves

~~Liquidity~~The evaluation of our oil and ~~Capital~~gas ~~Resources~~reserves Asis acritical ~~new~~to ~~company~~management ~~with~~of ~~plans~~our ~~for~~operations ~~major~~and ~~development~~ultimately ~~activity,~~our weeconomic ~~will~~success. beDecisions ~~reliant~~such ~~upon~~as ~~funding~~whether todevelopment ~~fully~~of ~~implement~~a ~~our~~property ~~business~~should ~~plans~~proceed and ~~expand~~what ~~our~~technical ~~business~~methods are available for development are based on an evaluation of reserves. ~~There~~ ~~can~~These beoil noand ~~assurance~~gas reserve ~~that~~quantities weare ~~will~~also beused ~~able~~as tothe ~~obtain~~basis of calculating the ~~necessary~~unit-of-production ~~funding~~rates for depreciation, evaluating impairment onand ~~commercially~~estimating ~~reasonable~~the ~~terms~~life of our producing oil and gas properties in aour ~~timely~~asset ~~fashion,~~retirement ~~especially~~obligations. ~~given~~Our ~~the~~proved ~~current~~reserves ~~global~~are ~~economy~~classified as either proved developed or proved undeveloped. ~~Failure~~ Proved developed reserves are those reserves which can be expected to ~~receive~~be recovered ~~the~~through ~~funding~~existing ~~could~~wells ~~have~~with existing equipment and operating methods. Proved undeveloped reserves include reserves expected to be recovered from new wells from undrilled proven reservoirs or from existing wells where a ~~material~~significant ~~adverse~~major ~~effect~~expenditure onis ~~our~~required for ~~business,~~completion ~~prospects,~~and production. We also report probable reserves and ~~financial~~possible ~~condition~~reserves, each of which reflects a lower degree of certainty of realization than proved reserves.

~~We intend to raise financing in the form of floating rate indebtedness and/or equity to pay the $12,500,000 signature bonus and $10,000,000 farm~~-in ~~fee~~17 for our leasehold interest in Oil Prospecting License (OPL) 2012, and we expect to require further debt and/or equity financing in the amount of $218,000,000 to $262,500,000 to exploit OPL 2012. Accordingly, if market interest rates (principally LIBOR) rise, our financing expenses could increase which could have an adverse effect on our results of operations and financial condition. The size of our indebtedness may restrict our growth. We will need to use a portion of our cash flow to pay principal and interest on such indebtedness, which may delay or even prevent us from pursuing certain new business opportunities. Some loan agreements may contain restrictive covenants which may impair our operating flexibility. Failure to meet certain financial covenants could cause us to violate the terms of loan agreements obtained in the future, if any, and thereby result in acceleration of our indebtedness, impair our liquidity and limit our ability to raise additional capital. Our failure to make required debt payments could result in an acceleration of our indebtedness, and, if unpaid, a judgment in favor of such lender would be senior to the rights of holders of our common stock. A judgment creditor would have the right to foreclose on any of our assets resulting in a material adverse effect on our business, operating results or financial condition and the possible loss of all value in our common stock.-

~~Return~~When we have proved reserves, independent reserve engineers will prepare the estimates of our oil and gas reserves presented in our reports based on guidelines promulgated under GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission. The evaluation of reserves by the independent reserve engineers involves their rigorous examination of our technical evaluation and extrapolations of well information such as flow rates and reservoir pressure declines as well as other technical information and measurements. Reservoir engineers interpret these data to ~~Table~~determine the nature of ~~Contents~~the reservoir and ultimately the quantity of proved, probable and possible oil and gas reserves attributable to a specific property. Proved reserves include only quantities that we expect to recover commercially using current prices, costs, existing regulatory practices and technology. While we are reasonably certain that the proved reserves will be produced, the timing and ultimate recovery can be affected by a number of factors including completion of development projects, reservoir performance, regulatory approvals and changes in projections of long-term oil and gas prices. Revisions can include upward or downward changes in the previously estimated volumes of proved reserves for existing fields due to evaluation of (1) already available geologic, reservoir, or production data or (2) new geologic or reservoir data obtained from wells. Revisions can also include changes associated with significant changes in development strategy, oil and gas prices, or production equipment/facility capacity.

~~-20-~~Standardized measure of discounted future net cash flows

AsThe ~~reflected~~standardized inmeasure ~~the~~of ~~accompanying~~discounted ~~financial~~future net ~~statements,~~cash weflows ~~had~~relies aon ~~working~~these ~~capital~~estimates ~~deficit~~of oil and angas ~~accumulated~~reserves ~~deficit at~~using commodity prices and costs. Effective for the year ending December 31, 2009, ~~which~~and ~~raise~~later, ~~substantial~~commodity ~~doubt~~prices ~~about~~are ~~our~~based ~~ability~~on tothe ~~continue~~average prices as ameasure ~~going~~on ~~concern. Management~~the ~~plans to~~first ~~raise~~day ~~funds~~of ~~through~~each of the ~~issuance~~last oftwelve calendar ~~debt~~months. orWhile we believe that future operating costs can be reasonably estimated, future prices are difficult to estimate since the ~~sale~~market ofprices ~~common~~are ~~stock~~influenced by events beyond our control. Future global economic and political events will most likely result in significant fluctuations in future oil and gas prices.

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

~~Restatement~~We recognize oil and gas revenue from interests in producing wells as the oil and gas is sold. Revenue from the purchase, transportation, and sale of natural gas is recognized upon completion of the sale and when transported volumes are delivered. We recognize revenue related to gas balancing agreements based on the entitlement method.

~~During~~Oil ~~the~~and ~~year~~Gas ~~ended~~Exploration ~~December~~and ~~31, 2009, we issued certain shares for services that were not recorded in our accounting records. The following tables reflect the impact of this error on our 2009 financial statements:~~Development

				Year Ended
				December 31, 2009
		As Reported				Adjustments				As Restated
General and administrative expenses:
Other	$		150,693				1,781,796				1,932,489
Total general and administrative expense			416,186				1,781,796				2,197,982
Loss from operatioins			(416,186	)			(1,781,796	)			(2,197,982	)
Net loss	$		(421,134	)	$		(1,781,796	)	$		(2,202,930	)
Net loss per share:
Basic and diluted	$		(0.01	)					$		(0.03	)
Weighted average common shares outstanding:
Basic and diluted			71,188,977								86,240,803

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

~~Return~~Oil toand ~~Table~~Natural ofGas ~~Contents~~Properties

21We account for our oil and natural gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (SEC). Under this method, subject to a limitation based on estimated value, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including internal costs directly associated with acquisition, exploration, and development activities, the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized within a cost center on a country by country basis. Costs of production and general and administrative corporate costs unrelated to acquisition, exploration, and development activities are expensed as incurred.

				December 31, 2009
		As Reported				Current YearAdjustments				As Restated
SHAREHOLDERS' DEFICIT
Common stock, $0.01 par value. Authorized 300,000,000 shares, issued and outstanding 121,000,000 and 9,876,750 shares, respectively	$		1,210,000		$		348,875		$		1,558,875
Additioinal paid-in capital			8,411,100				1,432,921				9,844,021
Accumulated deficit			(9,420,587	)			-				(9,420,587	)
Deficit accumulated after entering the exploration stage			(421,134	)			(1,781,796	)			(2,202,930	)
Total Shareholders' deficit			(220,621	)			-				(220,621	)
Total liabilities and stockholders' deficit	$		70,035		$		-		$		70,035

Costs associated with unevaluated properties are capitalized as oil and natural gas properties but are excluded from the amortization base during the evaluation period. When we determine whether the property has proved recoverable reserves or not, or if there is an impairment, the costs are transferred into the amortization base and thereby become subject to amortization. We evaluate unevaluated properties for impairment at least annually.

				Nine months ended
				September 30, 2009
		As Reported				Adjustments				As Restated
General and administrative expenses:
Other	$		99,200				1,488,500				1,587,700
Total general and administrative expense			269,497				1,488,500				1,757,997
Loss from operatioins			(269,497	)			(1,488,500	)			(1,757,997	)
Net loss	$		(271,719	)	$		(1,488,500	)	$		(1,760,219	)
Net loss per share:
Basic and diluted	$		(0.00	)					$		(0.03	)
Weighted average common shares outstanding:
Basic and diluted			55,039,450								64,000,877

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

				September 30, 2009
		As Reported				Current YearAdjustments				As Restated
SHAREHOLDERS' DEFICIT
Common stock, $0.01 par value. Authorized 300,000,000 shares, issued and outstanding 121,000,000 and 9,876,750 shares, respectively	$		1,200,000		$		296,375		$		1,496,375
Additioinal paid-in capital			8,321,100				1,192,125				9,513,225
Accumulated deficit			(9,420,587	)			-				(9,420,587	)
Deficit accumulated after entering the exploration stage			(271,206	)			(1,488,500	)			(1,760,219	)
Total Shareholders' deficit			(170,693	)			-				(171,206	)
Total liabilities and stockholders' deficit	$		55,294		$		-		$		55,294

- 18 -

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

22Sales or other dispositions of oil and natural gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of cost to proved reserves would significantly change.

				Six months ended
				June 30, 2009
		As Reported				Adjustments				As Restated
General and administrative expenses:
Other	$		57,468				1,482,500				1,539,968
Total general and administrative expense			164,378				1,482,500				1,646,878
Loss from operatioins			(164,378	)			(1,482,500	)			(1,646,878	)
Net loss	$		(166,369	)	$		(1,482,500	)	$		(1,648,869	)
Net loss per share:
Basic and diluted	$		(0.00	)					$		(0.08	)
Weighted average common shares outstanding:
Basic and diluted			117,989,528								20,967,911

Depreciation of Other Property and Equipment

				June 30, 2009
		As Reported				Current YearAdjustments				As Restated
SHAREHOLDERS' DEFICIT
Common stock, $0.01 par value. Authorized 300,000,000 shares, issued and outstanding 121,000,000 and 9,876,750 shares, respectively	$		1,200,000		$		295,122		$		1,495,122
Additioinal paid-in capital			8,312,013				1,187,378				9,499,391
Accumulated deficit			(9,420,587	)			-				(9,420,587	)
Deficit accumulated after entering the exploration stage			(166,369	)			(1,482,500	)			(1,648,869	)
Total Shareholders' deficit			(74,943	)			-				(74,943	)
Total liabilities and stockholders' deficit	$		55,555		$		-		$		55,555

Furniture, fixtures, equipment, and other are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated life of these assets range from three to five years.

~~ITEM~~Impairment 8.of ~~FINANCIAL~~Properties, ~~STATEMENTS~~Plants ~~AND SUPPLEMENTARY DATA.~~and Equipment

~~The~~Properties, ~~Financial~~plants ~~Statements~~and equipment used in operations are assessed for impairment whenever changes in facts and ~~Supplementary~~circumstances ~~Data~~indicate ~~information~~a ~~required~~possible ~~hereunder~~significant deterioration in the future cash flows expected to be generated by an asset group. If, upon review, the sum of the undiscounted pretax cash flows is ~~included~~less inthan the ~~this~~carrying ~~report~~value of the asset group, the carrying value is written down to estimated fair value through additional amortization or depreciation provisions and reported as ~~set~~impairments in the periods in which the determination of the impairment is made. Individual ~~forth~~assets are grouped for impairment purposes at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets—generally on a field-by-field basis for exploration and production assets, at an entire complex level for refining assets or at a site level for retail stores. Because there usually is a lack of quoted market prices for long-lived assets, the fair value of impaired assets is determined based on the present values of expected future cash flows using discount rates commensurate with the risks involved in the ~~"Index~~asset togroup ~~Financial~~or ~~Statements"~~based on ~~page~~a Fmultiple of operating cash flow validated with historical market transactions of similar assets where possible. Long-1lived assets committed by management for disposal within one year are accounted for at the lower of amortized cost or fair value, less cost to sell.

~~Return~~The expected future cash flows used for impairment reviews and related fair value calculations are based on estimated future production volumes, prices and costs, considering all available evidence at the date of review. If the future production price risk has been hedged, the hedged price is used in the calculations for the period and quantities hedged. The impairment review includes cash flows from proved developed and undeveloped reserves, including any development expenditures necessary to ~~Table~~achieve that production. Additionally, when probable reserves exist, an appropriate risk-adjusted amount of ~~Contents~~these reserves may be included in the impairment calculation. The price and cost outlook assumptions used in impairment reviews differ from the assumptions used in the Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserve Quantities. In that disclosure, SFAS No. 69, “Disclosures about Oil and Gas Producing Activities,” requires inclusion of only proved reserves and the use of prices and costs at the balance sheet date, with no projection for future changes in assumptions.

~~-23-~~Asset Retirement Obligations and Environmental Costs

~~ASHERXINO~~We ~~CORPORATION~~record the fair value of legal obligations to retire and remove long-lived assets in the period in which the obligation is incurred (typically when the asset is installed at the production location). When the liability is initially recorded, we capitalize this cost by increasing the carrying amount of the related properties, plants and equipment. Over time the liability is increased for the change in its present value, and the capitalized cost in properties, plants and equipment is depreciated over the useful life of the related asset.

~~Index~~Environmental expenditures are expensed or capitalized, depending upon their future economic benefit. Expenditures that relate to ~~Financial~~an ~~Statements~~existing condition caused by past operations, and do not have a future economic benefit, are expensed. Liabilities for environmental expenditures are recorded on an undiscounted basis (unless acquired in a purchase business combination) when environmental assessments or cleanups are probable and the costs can be reasonably estimated. Recoveries of environmental remediation costs from other parties, such as state reimbursement funds, are recorded as assets when their receipt is probable and estimable.

	Page
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements	F-2
Consolidated Balance Sheet at December 31, 2010 and 2009	F-3
Consolidated Statements of Expenses for the years ended December 31, 2010 and 2009 and for the cumulative period from January 1, 2009 (inception of the exploration stage) through December 31, 2010	F-4
Consolidated Statements of Shareholders' Equity (Deficit) for the years ended December 31, 2010 and 2009	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009 and for the cumulative period from January 1, 2009 (inception of the exploration stage) through December 31, 2010	F-6
Notes to Consolidated Financial Statements	F-7

- 19 -

1Stock Based Compensation

~~REPORT~~Effective OFJanuary 1, 2006, we adopted SFAS ~~INDEPENDENT~~No. ~~REGISTERED~~123(R), ~~PUBLIC~~“Share-Based ~~ACCOUNTING~~Payment”. ~~FIRM~~SFAS 123(R) replaced SFAS No. 123 and supersedes APB Opinion No. 25. SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The pro forma disclosures previously permitted under SFAS 123 are no longer an alternative to financial statement recognition. We adopted SFAS 123(R) using the modified prospective method which requires the application of the accounting standard as of January 1, 2006. The consolidated and combined financial statements for the years ended December 31, 2009 and 2008 reflect the impact of adopting SFAS 123(R).

ToIncome the Board of Directors AsherXino Corporation. (An Exploration Stage Company) Houston, Texas We have audited the accompanying consolidated balance sheets of AsherXino Corporation. (the "Company") as of December 31, 2010 and 2009, and the consolidated statements of expenses, stockholders' deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an 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. The Company's balance sheet at December 31, 2009, the related statement of expenses, statements of stockholder's deficit and cash flows for the year then ended have been restated. The restatements of the financial statements are described in Note 2. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has incurred losses and has a negative working capital as of December 31, 2010. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 3. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. /s/MaloneBailey, LLP www.malone-bailey.com Houston, Texas May 23, 2011 Taxes

Deferred income taxes are based on the difference between the financial reporting and tax basis of assets and liabilities. The deferred income tax provision represents the change during the reporting period in the deferred tax assets and deferred tax liabilities, net of the effect of acquisitions and dispositions. Deferred income tax assets include tax loss and credit carryforwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion of all of the deferred tax assets will be not be ~~F-2~~realized. Significant judgment is required in assessing the timing and amounts of deductible and taxable items. We establish reserves when, despite our belief that our tax return positions are fully supportable, we believe that certain positions may be challenged and potentially disallowed. When facts and circumstances change, we adjust these reserves through our provision for income taxes.

~~ASHERXINO~~To ~~CORPORATION(An~~the ~~Exploration~~extent ~~Stage~~interest ~~Company)~~and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and are classified as a component of income tax expense in our Statement of Operations.

~~CONSOLIDATED~~We adopted the provisions of Financial Accounting ~~BALANCE~~Standards ~~SHEETS~~Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109,” (FIN 48) on January 1, 2007. The adoption did not result in a material adjustment to the Company’s tax liability for unrecognized income tax benefits. If applicable, we would recognize interest and penalties related to uncertain tax positions in interest expense. As of December 31, 2009, we had not accrued interest or penalties related to uncertain tax positions. The tax years 2006-2009 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which we are subject.

	December 31,			December 31,
	2010			2009
ASSETS				(Restated)
CURRENT ASSETS
Cash and cash equivalents	$	37,289		$	16,285
Total Current Assets		37,289			16,285
Long term assets
Oil and Gas Asset, accounted for under the Full Cost method of accounting Unevaluated property excluded from amortization		53,750			53,750
Total Assets	$	91,039		$	70,035
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	251,507		$	231,841
Notes payable, net of discount of $6,242 and $0		28,758			-
Indebtedness to related parties		71,924			58,815
Total current liabilities		352,189			290,656
Commitments and Contingencies
Shareholders' deficit:
Common stock, $0.01 par value. Authorized 300,000,000 shares, issued and outstanding 160,082,542 and 155,887,542 shares, respectively		1,600,825			1,558,875
Additional paid-in capital		10,131,321			9,844,021
Accumulated deficit		(9,420,587	)		(9,420,587	)
Deficit accumulated after entering the exploration stage		(2,572,709	)		(2,202,930	)
Total shareholders' deficit		(261,150	)		(220,621	)
Total Liabilities and Stockholders' Deficit	$	91,039		$	70,035

In May 2007, the FASB issued FSP No. FIN 48-1, Definition of Settlement in FASB Interpretation No. 48, (FIN 48-1) which amends FIN 48 and provides guidance concerning how an entity should determine whether a tax position is “effectively,” rather than the previously required “ultimately,” settled for the purpose of recognizing previously unrecognized tax benefits. In addition, FIN 48-1 provides guidance on determining whether a tax position has been effectively settled. The guidance in FIN 48-1 is effective upon the initial January 1, 2007 adoption of FIN 48. Companies that have not applied this guidance must retroactively apply the provisions of this FSP to the date of the initial adoption of FIN 48. We have adopted FIN 48-1 and no retroactive adjustments were necessary.

~~The~~Liquidity ~~accompanying~~and ~~notes~~Capital ~~are an integral part of these financial statements~~Resources

~~F-3~~As a new company with plans for major development activity, we will be reliant upon funding to fully implement our business plans and expand our business. There can be no assurance that we will be able to obtain the necessary funding on commercially reasonable terms in a timely fashion, especially given the current global economy. Failure to receive the funding could have a material adverse effect on our business, prospects, and financial condition.

~~ASHERXINO~~We ~~CORPORATION~~intend to raise financing in the form of floating rate indebtedness and/or equity to pay the $12,500,000 signature bonus and $10,000,000 farm-in fee for our leasehold interest in Oil Prospecting License (AnOPL) ~~exploration~~2012, ~~Stage~~and ~~company~~we expect to require further debt and/or equity financing in the amount of $218,000,000 to $262,500,000 to exploit OPL 2012. Accordingly, if market interest rates (principally LIBOR) rise, our financing expenses could increase which could have an adverse effect on our results of operations and financial condition. The size of our indebtedness may restrict our growth. We will need to use a portion of our cash flow to pay principal and interest on such indebtedness, which may delay or even prevent us from pursuing certain new business opportunities. Some loan agreements may contain restrictive covenants which may impair our operating flexibility. Failure to meet certain financial covenants could cause us to violate the terms of loan agreements obtained in the future, if any, and thereby result in acceleration of our indebtedness, impair our liquidity and limit our ability to raise additional capital. Our failure to make required debt payments could result in an acceleration of our indebtedness, and, if unpaid, a judgment in favor of such lender would be senior to the rights of holders of our common stock. A judgment creditor would have the right to foreclose on any of our assets resulting in a material adverse effect on our business, operating results or financial condition and the possible loss of all value in our common stock.

~~CONSOLIDATED STATEMENTS~~- OF20 ~~EXPENSES~~-

~~Twelve~~As ~~months~~reflected ~~ended~~in ~~Cumulative~~the ~~Period~~accompanying ~~from~~financial statements, ~~January~~we 1had a working capital deficit and an accumulated deficit at December 31, ~~2009~~2011, ~~(Inception~~which ofraise ~~Exploration~~substantial ~~Stage)~~doubt about our ability to continue as a going concern. Management plans to raise funds through the issuance of debt or the sale of common stock.

~~December~~Our ~~31,~~ability ~~December~~to 31continue as a going concern is dependent on our ability to raise capital through the issuance of debt or the sale of common stock. If we do not raise capital sufficient to fund our business plan, AsherXino may not survive. The financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern.

		2010			2009			2010
					(restated)			(restated)
General and administrative expenses:
Legal	$	16,435		$	190,837		$	207,272
Consulting		208,416			1,776,796			1,985,212
Travel		26,375			74,656			101,031
Other		79,108			155,693			234,801
Total general and administrative expenses		330,334			2,197,982			2,528,316
Loss from operations		(330,334	)		(2,197,982	)		(1,158,596	)
Net realized loss from sale of trading securities		-			(1,958	)		(1,958	)
Loss on derivative warrant liability		(20,250	)		-			(20,250	)
Interest expense		(19,195	)		(2,990	)		(22,185	)
Net income (loss)	$	(369,779	)	$	(2,202,930	)	$	(2,572,709	)
Basic and diluted income (loss) per common share	$	(0.00	)	$	(0.03	)
Weighted average common shares outstanding:
Basic and diluted		157,607,364			86,240,803

Item 7. Financial Statements and Supplementary Data

The ~~accompanying~~Financial ~~notes~~Statements ~~are~~and anSupplementary Data ~~integral~~information ~~part~~required ofhereunder ~~these~~is ~~financial~~included ~~statements~~in this report as set forth in the "Index to Financial Statements” on page F-1

F-4 21 -

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

~~STATEMENT~~Index OFto ~~CHANGES~~Financial ~~IN SHAREHOLDERS' DEFICIT~~ Statements

						Additional						Deficit Accumulated
	Page
		Common Stock				Paid-in			Accumulated			During
Consolidated Balance Sheet at December 31, 2011 and 2010	F-2
		Shares		Par value		Capital			Deficit			Exploration Stage			Total
Consolidated Statements of Expenses for the years ended December 31, 2011 and 2010 and for the cumulative period from January 1, 2009 (inception of the exploration stage) through December 31, 2011	F-3
Balance December 31, 2008			9,876,850	$	98,768	$	9,346,848		$	(9,420,587	)		-			$	25,029
Consolidated Statements of Shareholders' Equity (Deficit) for the years ended December 31, 2011 and 2010	F-4
Common stock issued for:
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010 and for the cumulative period from January 1, 2009 (inception of the exploration stage) through December 31, 2011	F-5
Services			39,885,392		398,854		1,389,589			-			-				1,788,443
Notes to Consolidated Financial Statements	F-6
Acquisition of Oil and Gas asset			105,000,000		1,050,000		(996,250	)			-		-				53,750
Cash			1,125,300		11,253		94,747										106,000
Forgiveness of debt by related party			-		-		9,087			-			-				9,087
Net loss			-		-		-			-		$	(2,202,930	)			(2,202,930	)
Balance December 31, 2009-restated			155,887,542		1,558,875		9,844,021			(9,420,587	)		(2,202,930	)			(220,621	)
Common stock issued for:
Services			2,395,000		23,950		196,550			-			-				220,500
Cash			1,600,000		16,000		60,500				-		-				76,500
Debt			200,000		2,000		10,000										12,000
Derivative liability							20,250										20,250
Net loss			-		-		-			-			(369,779	)			(369,779	)
Balance December 31, 2010			160,082,542	$	1,600,825	$	10,131,321		$	(9,420,587	)	$	(2,572,709	)		$	(261,150	)

~~The accompanying notes are an intergral part of these financial statements~~1

~~F-5~~ASHERXINO CORPORATION (An Exploration Stage Company)

~~ASHERXINO~~CONSOLIDATED ~~CORPORATION (An~~BALANCE ~~Exploration Stage Company)~~ SHEETS

CONSOLIDATED STATEMENTS OF CASH FLOWS

	December 31,			December 31,
	2011			2010
ASSETS				(Restated)

CURRENT ASSETS
Cash and cash equivalents	$	33,302		$	37,289
Accounts receivable		1,190			-
Total Current Assets		34,492			37,289

Long term assets
Oil and Gas Asset, accounted for under the Full Cost method of accounting Unevaluated property excluded from amortization		53,750			53,750

Total Assets	$	88,242		$	91,039

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	270,662		$	251,507
Notes payable, net of discount of $0 and $6,242		29,600			28,758
Advances payable		4,398			-
Indebtedness to related parties		73,795			71,924
Total current liabilities		378,455			352,189

Commitments and Contingencies

Shareholders' deficit:
Common stock, $0.01 par value. Authorized 300,000,000 shares, issued and outstanding 162,082,542 and 160,082,542 shares, respectively		1,602,825			1,600,825
Additional paid-in capital		10,246,821			10,131,321
Accumulated deficit		(9,420,587	)		(9,420,587	)
Deficit accumulated after entering the exploration stage		(2,719272	)		(2,572,709	)

Total shareholders' deficit		(290,213	)		(261,150	)

Total Liabilities and Stockholders' Deficit	$	88,242		$	91,039

~~Cummulative~~The ~~Period~~accompanying ~~from~~notes ~~January~~are 1,an ~~2009~~integral part of these financial statements

~~Twelve months ended (Inception of Exploration Stage) through~~F-2

~~December~~ASHERXINO ~~31,~~CORPORATION (An ~~December~~exploration ~~31,~~Stage company)

		2010			2009			2010
					(restated)			(restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(369,779	)	$	(2,202,930	);	$	(2,572,709	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and amortization		-			2,306			2,306
Common stock issued for services		220,500			1,788,443			2,008,943
Note issued for services		5,000			-			5,000
Amortization of discount on notes payable		5,758			-			5,758
Loss on derivative warrant liability		20,250			-			20,250
Realized loss on trading securities		-			1,958			1,958
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		19,666			231,841			251,507
Net cash used in operating activities		(98,605	)		(178,382	)		(276,987	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investments		-			15,436			15,436
Net Cash provided by investing activities		-			15,436			15,436
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		76,500			106,000			182,500
Proceeds from notes payable		30,000			-			30,000
Proceeds from indebtedness to related party		41,082			101,719			142,801
Payments on indebtedness ot related parties		(27,973	)		(32,240	)		(60,213	)
Net cash provided by financing activities		119,609			175,479			295,088
Net increase in cash		21,004			12,533			33,537
Cash at beginning of period		16,285			3,752			3,752
Cash end of period	$	37,289		$	16,285		$	37,289
SUPPLEMENTAL DISCLOSURES
Intereest paid in cash	$	-		$	37		$	37
Income taxes paid in cash		-			-			-
NON-CASH INVESTING AND FINANCING TRANSACTIONS
Common stock issued for oil and gas asset	$	-		$	47,750		$	47,750
Forgiveness of debt by related party		-			9,087			9,087
Discount on convertible note		12,000			-			12,000

CONSOLIDATED STATEMENTS OF EXPENSES

~~The~~Twelve ~~accompanying~~months ~~notes~~ended ~~are~~Cumulative anPeriod ~~integral~~from ~~part~~January 1, 2009 (Inception of ~~these~~Exploration ~~financial~~Stage) ~~statements~~through

~~F-6~~December 31, December 31,

ASHERXINO CORPORATION (An Exploration Stage Company)

		2011			2010			2011


General and administrative expenses:
Legal	$	4,224		$	16,435		$	211,497
Consulting		4,200			208,416			1,989,412
Travel		19,175			26,375			120,206
Other		106,718			79,108			241,519

Total general and administrative expenses		134,318			330,334			2,662,634

Loss from operations		(134,318)			(330,334	)		(2,662,634	)

Net realized loss from sale of trading securities		-			-			(1,958	)
Loss on derivative warrant liability		-			(20,250	)		(20,250	)
Interest expense		(12,244	)		(19,195	)		(34,429	)

Net income (loss)	$	(146,562	)	$	(369,779	)	$	(2,719,271	)

Basic and diluted income (loss) per common share	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		158,398,459			157,607,364

~~NOTES~~The accompanying notes are an integral part TOof ~~CONSOLIDATED~~these ~~FINANCIAL~~financial ~~STATEMENTS~~statements

~~NOTE 1~~ F- ~~Description of Business and Summary of Significant Accounting Policies~~3

~~Description~~ASHERXINO ofCORPORATION (An ~~business~~exploration Stage Company)

~~Current~~STATEMENT ~~business~~OF ~~operations AsherXino~~CHANGES ~~Corporation~~IN ~~("AsherXino")~~SHAREHOLDERS' is an exploration stage oil and gas company that holds an option to farm into a 40% leasehold interest in and operatorship of an offshore oil exploration and development block in Nigeria, Oil Prospecting License (OPL) 2012 ("OPL 2012").DEFICIT

Business Operations prior to entering the Exploration Stage AsherXino was incorporated in Colorado on June 9, 1981, under the name "Blue Grass Breeders, Inc." From 1981 through 2008, we were involved in multiple businesses: breeding and selling horses, manufacture and sale of computer hardware and software, and providing medical services. In 2008, after winding down prior operations, we became an inactive "shell" company.

					Additional						Deficit Accumulated
	Common Stock				Paid-in			Accumulated			During
	Shares		Par value		Capital			Deficit			Exploration Stage				Total

Balance December 31, 2008		9,876,850	$	98,768	$	9,346,848		$	(9,420,587	)		-		$	25,029

Common stock issued for:
Services		39,885,392		398,854		1,389,589			-			-			1,788,443
Acquisition of Oil and Gas asset		105,000,000		1,050,000		(996,250	)			-		-			53,750
Cash		1,125,300		11,253		94,747									106,000

Forgiveness of debt by related party		-		-		9,087			-			-			9,087

Net loss		-		-		-			-		$	(2,202,930	)		(2,202,930	)

Balance December 31, 2009-restated		155,887,542		1,558,875		9,844,021			(9,420,587	)		(2,202,930	)		(220,621	)

Common stock issued for:
Services		2,395,000		23,950		196,550			-			-			220,500
Cash		1,600,000		16,000		60,500				-		-			76,500
Debt		200,000		2,000		10,000									12,000
Derivative liability						20,250									20,250

Net loss		-		-		-			-			(369,779	)		(369,779	)
Balance December 31, 2010		160,082,542		1,600,825		10,131,321			(9,420,587)			(2,572,709)			(261,150)

Common stock issued for: Cash		1,250,000		1,250		48,750			-			-			50,000
Services		750,000		750		66,750						-			67,500
Net loss		-		-		-			-			(146,562)			(146,562)

Balance December 31, 2011		162,082,542	$	1,602,825	$	10,246,821		$	(9,420,587	)	$	(2719,272	)	$	(290,212	)

~~Inception~~The ofaccompanying ~~Exploration~~notes ~~Stage During~~are ~~the~~an ~~first~~intergral ~~quarter of 2009, we engaged in discussions with owners of certain oil and gas assets and~~part ~~preliminary discussions with various entities regarding potential debt and equity financing to support the exploitation~~ of ~~any~~these assets to be acquired. These discussions ultimately led to our acquisition of our interest in the OPL 2012 effective June 30, 2009. Management has determined that the commencement of discussions in early 2009 represents our entry into the oil and gas industry as an exploration stage company. Accordingly, the accompanying consolidated financial statements ~~set forth cumulative financial information for this new exploration stage, which we deem to have began on or about January 1, 2009.~~

Basis of Presentation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Certain amounts in the 2009 financial statements have been reclassified to conform with the 2009 financial statement presentation.F-4

~~Principles~~ASHERXINO ~~of Consolidation~~CORPORATION We(An ~~consolidate~~Exploration ~~all~~Stage investments in which we have more than a 50% voting interest. The accompanying consolidated financial statements include the accounts of AsherXino and our wholly owned subsidiary, ASHER Energy Transactions Services Limited, a Nigerian registered company. All significant intercompany accounts and transactions have been eliminated in consolidation.Company)

~~Use~~CONSOLIDATED ofSTATEMENTS ~~Estimates The~~OF ~~preparation~~CASH of financial statements and related disclosures in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying footnotes. These estimates are made based on management's best knowledge of current events, historical experience, and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ materially from management's estimates.FLOWS

Cash and Cash Equivalents Cash and cash equivalents are all highly liquid investments with an original maturity of three months or less at the time of purchase and are recorded at cost, which approximates fair value.

		Cumulative Period
		from January 1,
		2009 (Inception of
		Exploration Stage)
-	Twelve Months Ended	through
	December 31,	December 31

Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Equipment is depreciated over 3 years. We perform ongoing evaluations of the estimated useful lives of the property and equipment for depreciation purposes. Maintenance and repairs are expensed as incurred.

		2011			2010			2011
					(restated)			(restated)

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(146,562	)	$	(369,779	)	$	(2,670,521	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and amortization		-			-			2,306
Common stock issued for services		67,500			220,500			2,027,693
Note issued for services		-			5,000			5,000
Amortization of discount on notes payable		6,242			5,758			12,000
Loss on derivative warrant liability		-			20,250			20,250
Realized loss on trading securities		-			-			1,958
Changes in operating assets and liabilities:
Accounts receivable		(1,190)			-			(1,190)
Accounts payable and accrued expenses		19,154			19,666			270,661
Net cash used in operating activities		(54,856	)		(98,605	)		(331,843	)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of investments		-			-			15,436
Net Cash provided by investing activities		-			-			15,436

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of common stock		50,000			76,500			232,500
Proceeds from notes payable		4,398			30,000			34,398
Proceeds from indebtedness to related party		-			41,082			142,801
Payment toward note payable		(5,400)			-			(5,400)
Payments on indebtedness ot related parties		1,871			(27,973	)		(58,342	)
Net cash provided by financing activities		50,869			119,609			345,957
Net increase in cash		(3,987)			21,004			29,550
Cash at beginning of period		37,289			16,285			3,752
Cash end of period	$	33,302		$	37,289		$	33,302

SUPPLEMENTAL DISCLOSURES
Intereest paid in cash	$	-		$	-		$	37
Income taxes paid in cash		-			-			-

NON-CASH INVESTING AND FINANCING TRANSACTIONS
Common stock issued for services	$	67,500		$	-		$	67,500
Forgiveness of debt by related party		-			-			9,087
Discount on convertible note		-			12,000			12,000

~~Impairment~~The ofaccompanying ~~Long-Lived~~notes ~~Assets We~~are ~~periodically~~an ~~review~~integral ~~our long-lived assets for impairment whenever events or changes in circumstances indicate~~part ~~that the carrying amount~~ of ~~the~~these ~~assets~~financial ~~may not be fully recoverable. We recognize an impairment loss when the sum of expected~~statements

F-75

~~undiscounted~~ASHERXINO future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset"s estimated fair value and its book value. During the years ended December 31, 2010 and 2009, respectively, we had no impairment.CORPORATION

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

~~Costs~~NOTES ~~associated~~TO ~~with~~CONSOLIDATED ~~unevaluated~~FINANCIAL properties are capitalized as oil and natural gas properties but are excluded from the amortization base during the evaluation period. When we determine whether the property has proved recoverable reserves or not, or if there is an impairment, the costs are transferred into the amortization base and thereby become subject to amortization. We evaluate unevaluated properties for impairment at least annually.STATEMENTS

~~Capitalized~~Note ~~costs~~1 ~~included~~– inDescription ~~the amortization base are depleted using the units~~ of ~~production~~Business ~~method~~and ~~based~~Summary on proved reserves. Depletion is calculated using the capitalized costs included in the amortization base, including estimated asset retirement costs, plus the estimated future expenditures to be incurred in developing proved reserves, net of ~~estimated~~Significant ~~salvage~~Accounting ~~values.~~Policies

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

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

~~Asset~~AsherXino ~~Retirement~~Corporation ~~Obligation~~(“AsherXino") Weis ~~record the fair value of~~ an ~~asset~~exploration ~~retirement~~stage ~~cost,~~oil and ~~corresponding~~gas ~~liability~~company asthat ~~part~~holds ofan ~~the~~option ~~cost of the related long-lived asset and the cost is subsequently allocated~~ to ~~expense~~farm ~~using~~into a ~~systematic~~40% ~~and~~leasehold ~~rational~~interest ~~method.~~in ~~We record an asset retirement obligation to reflect our legal obligations related to future plugging~~ and ~~abandonment~~operatorship of ~~our~~an offshore oil ~~and natural~~exploration ~~gas wells~~ and ~~gas~~development ~~gathering~~block ~~systems.~~in ~~We estimate the expected cash flow associated with the obligation and discount the amount using a credit-adjusted~~Nigeria, ~~risk-free~~Oil ~~interest~~Prospecting ~~rate.~~License At least annually, we reassess the obligation to determine whether a change in the estimated obligation is necessary. We evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation may have materially changed on an interim basis (~~quarterly~~OPL), we2012 ~~will~~(“OPL ~~accordingly update its assessment~~2012”). ~~Additional retirement obligations increase the liability associated with new oil and natural gas wells and gas gathering systems as these obligations are incurred.~~

~~Revenue~~Business ~~Recognition We~~Operations ~~recognize~~prior revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. We follow the "sales method" of accounting for oil and natural gas revenue, so we recognize revenue on all natural gas or crude oil sold to ~~purchasers,~~entering ~~regardless of whether~~ the ~~sales are proportionate to our ownership in the property. Actual sales of gas are based on sales, net of the~~ ~~associated~~Exploration volume charges for processing fees and for costs associated with delivery, transportation, marketing, and royalties in accordance with industry standards. Operating costs and taxes are recognized in the same period in which revenue is earned.Stage

~~Income~~AsherXino ~~Taxes Since~~was ~~January~~incorporated ~~1, 2007, we account for uncertain tax positions~~ in ~~accordance~~Colorado ~~with~~on ~~the~~June 9, ~~authoritative~~1981, ~~guidance~~under ~~issued by~~ the ~~Financial~~name ~~Accounting Standards Board (~~"~~FASB")~~Blue onGrass ~~income taxes which addresses how we should recognize~~Breeders, ~~measure and present in our financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return~~Inc." ~~Pursuant~~From to1981 ~~this~~through ~~guidance~~2008, we ~~can~~were ~~recognize~~involved ain ~~tax~~multiple ~~benefit only if it is "more likely than not" that a particular~~businesses: breeding ~~tax~~and ~~position~~selling ~~will~~horses, bemanufacture ~~sustained~~and ~~upon~~sale ~~examination~~of orcomputer ~~audit.~~hardware Toand ~~the extent the "more likely than not" standard has been satisfied~~software, ~~the~~and ~~benefit~~providing ~~associated~~medical ~~with~~services. In ~~a tax position is measured as the largest amount that is greater than 50% likely~~2008, ofafter ~~being~~winding ~~realized~~down ~~upon~~prior ~~settlement.~~operations, Nowe ~~liability~~became ~~for~~an ~~unrecognized~~inactive ~~tax~~“shell” ~~benefits was recorded as of December 31, 2010 and 2009~~company.

~~F-8~~Inception of Exploration Stage

~~Stock-Based~~During ~~Compensation ASC~~the ~~718,~~first ~~"Compensation-Stock~~quarter ~~Compensation"~~of ~~requires~~2009, ~~recognition~~we engaged in ~~the~~serious ~~financial~~discussions ~~statements~~with owners of certain oil and gas assets and preliminary discussions with various entities regarding potential debt and equity financing to support the ~~cost~~exploitation of ~~employee services~~any ~~received~~assets into ~~exchange~~be ~~for~~acquired. These andiscussions ~~award~~ultimately led to our acquisition of ~~equity~~our ~~instruments~~interest ~~over~~in the ~~period~~OPL ~~the~~2012 ~~employee~~effective isJune ~~required~~30, to2009. Management ~~perform~~ has determined that the ~~services~~commencement of discussions in ~~exchange~~early ~~for~~2009 ~~the~~represents ~~award~~our ~~(presumptively~~entry into the ~~vesting~~oil ~~period).~~and Wegas ~~measure~~industry ~~the~~as ~~cost~~an ofexploration ~~employee~~stage ~~services~~company. Accordingly, ~~received~~the inaccompanying ~~exchange~~consolidated financial statements set forth cumulative financial information for anthis ~~award~~new ~~based~~exploration onstage, ~~the~~which we ~~grant-date~~deem ~~fair~~to ~~value~~have ofbegan ~~the~~on ~~award~~or about January 1, 2009.

WeBasis ~~account for non-employee share-based awards based upon ASC 505-50, "Equity-Based Payments to Non-Employees." ASC 505-50 requires the costs~~ of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete.Presentation

WeOur ~~recognize~~consolidated ~~the~~financial ~~cost~~statements ~~associated with share-based awards that~~ have been aprepared ~~graded~~in ~~vesting~~accordance ~~schedule~~with onaccounting ~~a straight-line~~principles ~~basis~~generally ~~over~~accepted in the ~~requisite~~United ~~service~~States ~~period~~ of ~~the~~America ~~entire award~~(“GAAP”).

~~Earnings~~Principles ~~or Loss per Share Our basic earnings per share (EPS) amounts have been computed based on the weighted-average number~~ of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution, using the treasury stock method, which could occur if options were exercised and restricted stock were fully vested. For loss periods, common share equivalents are excluded from the calculation, as their effect would be anti-dilutive.Consolidation

~~Fair~~We ~~Value Accounting~~consolidate ~~standards~~all ~~regarding~~investments ~~fair~~in ~~value~~which ofwe have ~~financial~~more ~~instruments~~than ~~define~~a ~~fair~~50% ~~value,~~voting ~~establish~~interest. The aaccompanying ~~three-level~~consolidated ~~hierarchy which~~financial ~~prioritizes~~statements ~~and~~include ~~defines~~ the ~~types~~accounts of ~~inputs~~AsherXino and ~~used~~our towholly ~~measure~~owned ~~fair value~~subsidiary, ~~and~~ASHERXINO ~~establish~~Nigeria ~~disclosure~~Limited, ~~requirements~~a ~~for assets~~Nigerian ~~and~~registered ~~liabilities~~company. All ~~presented~~significant atintercompany accounts ~~fair~~and ~~value~~transactions onhave ~~the~~been ~~consolidated~~eliminated ~~balance~~in ~~sheets~~consolidation.

~~Fair~~Use ~~value is the amount that would be received from the sale~~ of an asset or paid for the transfer of a liability in an orderly transaction between market participants. A liability is quantified at the price it would take to transfer the liability to a new obligor, not at the amount that would be paid to settle the liability with the creditor.Estimates

The ~~three-level~~preparation ~~hierarchy~~of isfinancial asstatements ~~follows:~~and related disclosures in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying footnotes. These estimates are made based on management’s best knowledge of current events, historical experience, and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ materially from management’s estimates.

~~Level~~Cash 1 inputs consist of unadjusted quoted prices for identical instruments in active markets. Level 2 inputs consist of quoted prices for similar instruments. Level 3 valuations are derived from inputs which are significant and ~~unobservable~~Cash ~~and have the lowest priority~~Equivalents

AsCash ~~of December 31, 2010~~ and ~~2009,~~cash weequivalents ~~had~~are noall ~~financial~~highly ~~instruments measured at fair value. However,~~liquid ~~during~~investments ~~the~~with ~~quarter~~an ~~ended~~original ~~December~~maturity ~~31, 2010, we determined that warrants we had issued during the period qualify as derivative financial instruments under the provisions~~ of ~~FASB~~three ~~ASC~~months ~~Topic~~or ~~No.~~less 815-40, "Derivatives and Hedging - Contracts in an Entity's Own Stock." These warrant agreements include provisions designed to protect holders from a decline in the stock price ('down-round' provision) by reducing the exercise price in the event we issue equity shares at ~~a price lower than~~ the ~~exercise~~time ~~price~~ of ~~the~~purchase warrants. As a result of this down-round provision, the exercise price of these warrants could be modified based upon a variable that is not an input to the fair value of a 'fixed-for-fixed' option as defined under FASB ASC Topic No. 815-40 and ~~consequently,~~are ~~these warrants must be treated as a liability and~~ recorded at ~~fair~~cost, ~~value at~~which ~~each reporting date with the change in~~ approximates fair value ~~reflecting in earnings in other income within the caption "Gain (loss) on derivative warrant liability"~~.

The fair value of these warrants was determined using the Black-Sholes option pricing method with any change in fair value during the period recorded in earnings as "Other income (expense) - Gain (loss) on warrant derivative liability."Investments

~~Significant~~Our ~~inputs~~securities ~~used~~investments toare ~~calculate~~equity securities held principally for the purpose of selling them in the near term. Thus, they are classified as trading securities. Trading securities are recorded at fair value ofon the ~~warrants~~balance atsheet ~~inception~~in ~~included~~current ~~stock~~assets, ~~price~~with gains or losses resulting from changes in fair value included ofin $0earnings.~~05;~~ Fair ~~expected~~value ~~term~~is ofdetermined ~~0.17~~using ~~years;~~quoted ~~cumulative~~prices ~~volatility~~in ofactive ~~163%;~~markets ~~zero~~for ~~dividends~~the identical asset; ~~and~~total fair value is the ~~risk-free~~market ~~interest~~price ~~rate~~per ~~of .18%. The~~share ~~warrants~~multiplied ~~fall~~by ~~within~~the ~~level~~number 3of shares owned without consideration of ~~the~~transaction ~~fair~~costs ~~value~~(level ~~hierarchy~~1 inputs). ~~The~~ As of ~~warrants~~December ~~expired~~31, ~~unexercised~~2011, inwe ~~December~~held ~~2010~~no investments.

~~F-9~~Property and Equipment

~~The~~Property ~~following~~and ~~table~~equipment ~~sets~~are ~~forth~~stated at cost, less accumulated depreciation. Depreciation is computed using the ~~changes~~straight-line inmethod over the ~~fair~~estimated ~~value~~useful ~~measurement~~lives of ~~our~~the ~~Level~~related assets. Equipment is depreciated over 3 ~~derivative~~ years. ~~warrant~~We ~~liability~~perform ~~during~~ongoing evaluations of the ~~year~~estimated ~~ended~~useful ~~December,~~lives ~~2010:~~of the property and equipment for depreciation purposes. Maintenance and repairs are expensed as incurred.

Beginning balance-December 31, 2009			-
Issuance of derivative warrants			17,605
Change in fair value of derivative liability			20,250
Settlement of derivative			(37,855)
At December 31, 2010			-

Impairment of Long-Lived Assets

~~The~~We ~~change~~periodically review our long-lived assets for impairment whenever events or changes in ~~fair~~circumstances ~~value~~indicate that the carrying amount of the ~~derivative~~assets ~~liability~~may ~~represents~~not be fully recoverable. We recognize an impairment loss when the ~~mark~~sum toof ~~market~~expected ~~adjustment~~undiscounted onfuture cash flows is less than the carrying amount of the ~~date~~asset. The amount of impairment is measured as the ~~warrants~~difference ~~expired~~between the asset’s estimated fair value and its book value. During the years ended December 31, 2011, we had no impairment.

~~The carrying amounts reported in the balance sheet for cash and accounts payable and accrued expenses approximate their fair market value based on the short~~F-~~term maturity of these instruments. In connection with the derivative liability, we recorded a loss of $20,250.~~6

~~Recent~~Oil ~~Accounting~~and ~~Pronouncements~~Natural Gas Properties

InWe ~~January~~account ~~2010,~~for ~~the~~our ~~Financial~~oil ~~Accounting~~and ~~Standards~~natural ~~Board~~gas ~~(FASB) issued Accounting Standards Update~~producing ~~(ASU)~~activities ~~No.~~using ~~2010-06,~~the ~~Improving~~full ~~Disclosures~~cost ~~about~~method ~~Fair Value Measurements (ASU 2010-06). This update provides amendments to Subtopic 820-10 and requires new disclosures for 1) significant transfers in and out~~ of ~~Level~~accounting 1as ~~and~~prescribed ~~Level~~by ~~2 and~~ the ~~reasons~~ ~~for~~United ~~such~~States ~~transfers~~Securities and 2)Exchange ~~activity~~Commission ~~in Level 3 fair value measurements to show separate information about purchases,~~(SEC). ~~sales,~~Under ~~issuances~~this ~~and settlements. In addition~~method, ~~this~~subject ~~update amends Subtopic 820-10~~ to ~~clarify~~a ~~existing~~limitation ~~disclosures~~based ~~around the~~on ~~disaggregation~~estimated ~~level of fair~~ value, ~~measurements~~all ~~and~~costs ~~disclosures~~incurred ~~for~~in the ~~valuation~~acquisition, ~~techniques~~exploration, and ~~inputs utilized~~development ~~(for~~of ~~Level~~proved 2oil and ~~Level~~natural 3gas ~~fair~~properties, ~~value~~including ~~measurements).~~internal ~~The~~costs ~~provisions~~directly inassociated ~~ASU~~with ~~2010-06~~acquisition, ~~are~~exploration, ~~applicable to interim~~ and ~~annual~~development ~~reporting periods beginning subsequent to December 15~~activities, ~~2009, with~~ the ~~exception~~costs of ~~Level~~abandoned 3properties, ~~disclosures~~dry ~~of purchases~~holes, ~~sales,~~ ~~issuances~~geophysical costs, and ~~settlements,~~annual ~~which~~lease ~~will~~rentals beare ~~required~~capitalized inwithin ~~reporting~~a cost ~~periods~~center ~~beginning~~on ~~after~~a ~~December~~country ~~15,~~by ~~2010~~country basis. Costs ~~The adoption~~ of ~~ASU~~production ~~2010-06~~and ~~did~~general ~~not~~and ~~have~~administrative acorporate ~~significant~~costs ~~impact~~unrelated onto acquisition, ~~our~~exploration, ~~operating~~and ~~results,~~development ~~financial~~activities ~~position~~are orexpensed ~~cash~~as ~~flows~~incurred.

InCosts ~~February~~associated ~~2010,~~with ~~FASB~~unevaluated ~~issued~~properties are ~~ASU~~capitalized ~~No.~~as ~~2010-09,~~oil ~~Amendments to Certain Recognition~~ and ~~Disclosure Requirements~~natural ~~(ASU~~gas ~~2010-09).~~properties ~~This~~but ~~update~~are ~~amends~~excluded ~~Subtopic~~from ~~855-10~~the ~~and~~amortization ~~gives~~base aduring ~~definition~~the toevaluation ~~SEC~~period. ~~filer, and requires~~When ~~SEC~~we ~~filers~~determine towhether ~~assess for subsequent events through~~ the ~~issuance~~property ~~date~~has ofproved ~~the~~recoverable ~~financial~~reserves ~~statements.~~or ~~This~~not, ~~amendment states~~or ~~that~~if anthere ~~SEC filer~~ is ~~not~~an ~~required~~impairment, ~~to disclose~~ the ~~date~~costs ~~through~~are ~~which subsequent events have been evaluated~~transferred ~~for~~into athe ~~reporting~~amortization ~~period.~~base ~~ASU~~and ~~2010-09~~thereby ~~becomes~~become ~~effective~~subject ~~upon~~to ~~issuance of the final update~~amortization. We ~~adopted~~evaluate ~~the~~unevaluated ~~provisions of~~properties ~~ASU 2010-09~~ for ~~the~~impairment at ~~period~~least ~~ended April 30, 2010~~annually.

~~Other~~Capitalized ~~recently~~costs ~~issued~~included orin ~~adopted~~the ~~accounting~~amortization base ~~pronouncements~~ are ~~not~~depleted ~~expected~~using tothe ~~have~~units of production method based on proved reserves. Depletion is calculated using the capitalized costs included in the amortization base, orincluding ~~did~~estimated ~~not~~asset ~~have~~retirement costs, plus the estimated future expenditures to abe ~~material~~incurred ~~impact~~in ondeveloping ~~our~~proved ~~financial~~reserves, ~~position~~net orof ~~results~~estimated ~~from~~salvage ~~operations~~values.

~~NOTE~~The 2net -book ~~Restatement~~value of all capitalized oil and natural gas properties within a cost center, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly. Under the ceiling limitation, costs may not exceed an aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the lower of cost or market value of unproved properties included in the amortization base, plus the cost of unevaluated properties, less any associated tax effects. Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period.

~~During~~Sales ~~the~~or ~~year~~other ~~ended~~dispositions ~~December~~of ~~31,~~oil ~~2009,~~and wenatural gas ~~issued~~properties ~~certain~~are ~~shares~~accounted for ~~services~~as ~~that~~adjustments ~~were~~to ~~not~~capitalized ~~recorded in~~costs, ~~our~~with ~~accounting~~no ~~records.~~gain ~~The~~or ~~following~~loss ~~tables~~recorded ~~reflect~~unless the ~~impact~~ratio of ~~this~~cost ~~error~~to proved onreserves ~~our~~would ~~2009~~significantly ~~financial statements:~~change.

				Year Ended
				December 31, 2009
		As Reported				Adjustments				As Restated
General and administrative expenses:
Other	$		150,693				1,781,796				1,932,489
Total general and administrative expense			416,186				1,781,796				2,197,982
Loss from operatioins			(416,186	)			(1,781,796	)			(2,197,982	)
Net loss	$		(421,134	)	$		(1,781,796	)	$		(2,202,930	)
Net loss per share:
Basic and diluted	$		(0.01	)					$		(0.03	)
Weighted average common shares outstanding:
Basic and diluted			71,188,977								86,240,803

Asset Retirement Obligation

FWe record the fair value of an asset retirement cost, and corresponding liability as part of the cost of the related long-10lived asset and the cost is subsequently allocated to expense using a systematic and rational method. We record an asset retirement obligation to reflect our legal obligations related to future plugging and abandonment of our oil and natural gas wells and gas gathering systems. We estimate the expected cash flow associated with the obligation and discount the amount using a credit-adjusted, risk-free interest rate. At least annually, we reassess the obligation to determine whether a change in the estimated obligation is necessary. We evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation may have materially changed on an interim basis (quarterly), we will accordingly update its assessment. Additional retirement obligations increase the liability associated with new oil and natural gas wells and gas gathering systems as these obligations are incurred.

				December 31, 2009
		As Reported				Current YearAdjustments				As Restated
SHAREHOLDERS' DEFICIT
Common stock, $0.01 par value. Authorized 300,000,000 shares, issued and outstanding 121,000,000 and 9,876,750 shares, respectively	$		1,210,000		$		348,875		$		1,558,875
Additioinal paid-in capital			8,411,100				1,432,921				9,844,021
Accumulated deficit			(9,420,587	)			-				(9,420,587	)
Deficit accumulated after entering the exploration stage			(421,134	)			(1,781,796	)			(2,202,930	)
Total Shareholders' deficit			(220,621	)			-				(220,621	)
Total liabilities and stockholders' deficit	$		70,035		$		-		$		70,035

Revenue Recognition

				Nine months ended
				September 30, 2009
		As Reported				Adjustments				As Restated
General and administrative expenses:
Other	$		99,200				1,488,500				1,587,700
Total general and administrative expense			269,497				1,488,500				1,757,997
Loss from operatioins			(269,497	)			(1,488,500	)			(1,757,997	)
Net loss	$		(271,719	)	$		(1,488,500	)	$		(1,760,219	)
Net loss per share:
Basic and diluted	$		(0.00	)					$		(0.03	)
Weighted average common shares outstanding:
Basic and diluted			55,039,450								64,000,877

We recognize oil and gas revenue from interests in producing wells as the oil and gas is sold. Revenue from the purchase, transportation, and sale of natural gas is recognized upon completion of the sale and when transported volumes are delivered. We recognize revenue related to gas balancing agreements based on the entitlement method.

				September 30, 2009
		As Reported				Current YearAdjustments				As Restated
SHAREHOLDERS' DEFICIT
Common stock, $0.01 par value. Authorized 300,000,000 shares, issued and outstanding 121,000,000 and 9,876,750 shares, respectively	$		1,200,000		$		296,375		$		1,496,375
Additioinal paid-in capital			8,321,100				1,192,125				9,513,225
Accumulated deficit			(9,420,587	)			-				(9,420,587	)
Deficit accumulated after entering the exploration stage			(271,206	)			(1,488,500	)			(1,760,219	)
Total Shareholders' deficit			(170,693	)			-				(171,206	)
Total liabilities and stockholders' deficit	$		55,294		$		-		$		55,294

Income Taxes

~~F-11~~We account for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

				Six months ended
				June 30, 2009
		As Reported				Adjustments				As Restated
General and administrative expenses:
Other	$		57,468				1,482,500				1,539,968
Total general and administrative expense			164,378				1,482,500				1,646,878
Loss from operatioins			(164,378	)			(1,482,500	)			(1,646,878	)
Net loss	$		(166,369	)	$		(1,482,500	)	$		(1,648,869	)
Net loss per share:
Basic and diluted	$		(0.00	)					$		(0.08	)
Weighted average common shares outstanding:
Basic and diluted			117,989,528								20,967,911

Stock-Based Compensation

				June 30, 2009
		As Reported				Current YearAdjustments				As Restated
SHAREHOLDERS' DEFICIT
Common stock, $0.01 par value. Authorized 300,000,000 shares, issued and outstanding 121,000,000 and 9,876,750 shares, respectively	$		1,200,000		$		295,122		$		1,495,122
Additioinal paid-in capital			8,312,013				1,187,378				9,499,391
Accumulated deficit			(9,420,587	)			-				(9,420,587	)
Deficit accumulated after entering the exploration stage			(166,369	)			(1,482,500	)			(1,648,869	)
Total Shareholders' deficit			(74,943	)			-				(74,943	)
Total liabilities and stockholders' deficit	$		55,555		$		-		$		55,555

We recognize the cost of employee services received in exchange for awards of equity instruments, such as stock or stock options, based on the fair value of those awards on the date of grant over the requisite service periods.

~~NOTE~~Earnings 3or -Loss ~~Going~~per ~~concern~~Share

AsOur ~~reflected~~basic inearnings ~~the~~per ~~accompanying~~share ~~financial~~(EPS) ~~statements,~~amounts have webeen ~~had~~computed abased ~~working~~on ~~capital~~the ~~deficit~~weighted-average number of ~~$314,900~~shares ~~and~~of ancommon ~~accumulated~~stock outstanding for the period. Diluted EPS reflects ~~deficit~~the ofpotential ~~$11~~dilution,~~993,296~~ atusing ~~December~~the ~~31,~~treasury ~~2010~~stock method, which ~~raise~~could ~~substantial~~occur ~~doubt~~if ~~about~~options ~~our~~were ~~ability~~exercised toand ~~continue~~restricted asstock ~~a going~~were ~~concern~~fully vested. ~~Management~~ For ~~plans~~loss toperiods, ~~raise~~common ~~funds~~share ~~through~~equivalents ~~the~~are ~~issuance~~excluded offrom ~~debt~~the orcalculation, ~~the~~as ~~sale~~their ofeffect ~~common~~would ~~stock~~be anti-dilutive.

Our ability to continue as a going concern is dependent on our ability to raise capital through the issuance of debt or the sale of common stock. If we do not raise capital sufficient to fund our business plan, AsherXino may not survive. The financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern.F-7

~~NOTE~~Fair ~~4 - Investments~~Value

WeAccounting ~~acquired~~standards aregarding ~~total~~fair ofvalue ~~310,000 shares~~ of ~~Hythiam common stock during 2005 through 2008 in connection with a financing~~ ~~arrangement~~financial ~~entered~~instruments ~~into~~define infair ~~2002.~~value, ~~Hythiam~~establish is a ~~public~~three-level ~~company~~hierarchy ~~whose~~which ~~shares~~prioritizes ~~are~~and ~~quoted~~defines on the ~~OTCBB. We~~types ~~acquired the shares~~ of ~~Hythiam~~inputs ~~common stock~~ used to ~~sell~~measure infair ~~the near term to generate income. Management did not intend to hold the shares of Hythiam common stock for investment purposes~~value, and ~~accordingly,~~establish ~~classified~~disclosure ~~the~~requirements ~~shares as "trading securities"~~ for ~~all periods~~assets ~~presented. Because of such classification, unrealized gains~~ and ~~losses~~liabilities ~~were~~presented ~~recorded~~at infair ~~operations.~~value Ason ofthe consolidated ~~December~~balance ~~31, 2009, we owned 44,600 shares of Hythiam common stock~~sheets.

~~During~~Fair ~~the~~value ~~year~~is ~~ended~~the ~~December~~amount ~~31,~~that ~~2009,~~would webe ~~sold~~received from the ~~remaining~~sale ~~44,600~~of ~~shares~~an ofasset ~~Hythiam~~or ~~common~~paid ~~stock~~ for ~~total~~the ~~proceeds~~transfer of ~~$15,436~~a ~~for~~liability ain ~~realized~~an ~~loss~~orderly oftransaction $1between market participants. A liability is quantified at the price it would take to transfer the liability to a new obligor,~~958~~ not at the amount that would be paid to settle the liability with the creditor.

~~NOTE~~The 5 three-level ~~Oil~~hierarchy ~~and~~is ~~Gas~~as ~~Asset~~follows:

~~Oil~~· ~~and~~Level ~~gas~~1 ~~asset~~inputs ~~consists~~consist of ~~costs~~unadjusted ~~associated~~quoted ~~with~~prices ~~the~~for ~~acquisition~~identical ofinstruments ~~OPL~~in ~~2012~~active ~~of $53,750 as of December 31, 2010 and 2009~~markets. All oil and gas asset costs are excluded from amounts subject to amortization. The rights to OPL 2012 acquired by AsherXino are subject to our performance of the following obligations: (i) a signature bonus of $12,500,000 payable immediately

~~F-12~~· Level 2 inputs consist of quoted prices for similar instruments.

to· ~~the~~Level ~~Nigerian~~3 ~~government~~valuations ~~and~~are ~~(ii)~~derived afrom ~~$10,000,000~~inputs ~~farm-in~~which ~~fee payable to a local partner. The status of the project is that we~~ are ~~seeking~~significant ~~funding to fulfill these obligations~~ and tounobservable ~~conduct geological~~ and ~~geophysical~~have ~~work and a drilling program. We anticipate including~~ the ~~excluded~~lowest ~~costs into the amortization base during the next two (2) years~~priority.

~~The~~As ~~following~~of ~~tables~~December ~~provide~~31, ~~certain~~2011 ~~information~~and ~~about~~2010, ~~our~~we ~~excluded~~had ~~costs~~no financial instruments measured at fair value. However, during the quarter ended December 31, 2010, we determined that warrants we had issued during the period qualify as derivative financial instruments under the provisions of FASB ASC Topic No. 815-40, "Derivatives and Hedging - Contracts in an Entity's Own Stock." These warrant agreements include provisions designed to protect holders from a decline in the stock price ('down-round' provision) by reducing the exercise price in the event we issue equity shares at a price lower than the exercise price of the warrants. As a result of this down-round provision, the exercise price of these warrants could be modified based upon a variable that is not an input to the fair value of a 'fixed-for-fixed' option as defined under FASB ASC Topic No. 815-40 and consequently, these warrants must be treated as a liability and recorded at fair value at each reporting date with the change in fair value reflecting in earnings in other income within the caption "Gain (loss) on derivative warrant liability".

~~Costs~~The ~~Excluded~~fair byvalue ~~Year~~of ~~Incurred~~these warrants was determined using the Black-Sholes option pricing method with any change in fair value during the period recorded in earnings as "Other income (expense) - Gain (loss) on warrant derivative liability."

	Year ended December 31, 2010		Excluded at December 31, 2010
Property acquisition	$	53,750	$	53,750
Total	$	53,750	$	53,750

Significant inputs used to calculate the fair value of the warrants at inception included stock price of $0.05; expected term of 0.17 years; cumulative volatility of 163%; zero dividends; and the risk-free interest rate of .18%. The warrants fall within level 3 of the fair value hierarchy. The warrants expired unexercised in December 2010.

~~Costs Excluded by Country~~F-8

		Nigeria		Total
Property acquisition		$	53,750	$	53,750
	Total	$	53,750	$	53,750

The following table sets forth the changes in the fair value measurement of our Level 3 derivative warrant liability during the year ended December, 2010:

Changes in Costs Excluded by Country

Beginning balance-December 31, 2009			-
Issuance of derivative warrants			17,605
Change in fair value of derivative liability			20,250
Settlement of derivative			(37,855)
At December 31, 2010			-

		Nigeria		Total
Balance at December 31, 2008		$	-	$	-
	Additional costs incurred		53,750		53,750
	Costs transferred to amortization base		-		-
Balance at December 31, 2009		$	53,750	$	53,750

The change in fair value of the derivative liability represents the mark to market adjustment on the date the warrants expired.

~~Balance~~The atcarrying ~~December~~amounts ~~31,~~reported ~~2009~~in the balance sheet for cash and ~~2010~~accounts $payable 53and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. In connection with the derivative liability,~~750~~ $we 53recorded a loss of $20,~~750~~250.

~~NOTE~~Recent 6Accounting ~~- Notes Payable~~Pronouncements

~~During~~In ~~June~~January 2010, wethe ~~executed~~Financial ~~two~~Accounting ~~notes~~Standards Board ~~payable~~(FASB) ~~agreements~~issued ~~and~~Accounting ~~received~~Standards ~~$15~~Update (ASU) No. 2010-06,~~000~~ inImproving ~~proceeds~~Disclosures ~~for~~about ~~each agreement. Each~~Fair ~~investor~~Value ~~received~~Measurements a(ASU ~~notes~~2010-06). This ~~payable~~update ~~with~~provides aamendments ~~face~~to ~~value~~Subtopic of820-10 ~~$15,000~~and ~~which~~requires ~~matures~~new ~~one~~disclosures ~~year~~for ~~from~~1) ~~the~~significant ~~date~~transfers in and out of Level ~~issuance~~1 and ~~has~~Level a2 ~~stated~~and ~~interest~~the ~~rate~~reasons offor ~~18%~~such transfers and as2) ~~part~~activity ofin ~~the~~Level ~~purchase~~3 ~~agreement~~fair ~~each~~value ~~investor~~measurements ~~also~~to ~~received~~show ~~100,000~~separate information ~~shares~~about ofpurchases, ~~our~~sales, ~~common~~issuances ~~stock~~and settlements. We ~~measured~~In addition, this update amends Subtopic 820-10 to clarify existing disclosures around the ~~fair~~disaggregation ~~value~~level of ~~the~~fair ~~notes~~value ~~payable~~measurements and ~~the~~disclosures ~~common~~for ~~stock~~the onvaluation ~~the~~techniques ~~date~~and ofinputs ~~commitment~~utilized (for Level 2 and ~~allocated~~Level ~~the~~3 ~~proceeds~~fair ~~received~~value ~~between~~measurements). ~~the~~The ~~notes~~provisions ~~payable~~in ASU 2010-06 are applicable to interim and ~~common~~annual ~~stock~~reporting ~~based~~periods beginning onsubsequent to December 15, 2009, with the ~~fair~~exception ~~values~~of Level 3 disclosures of ~~the~~purchases, ~~respective instruments~~sales, issuances and settlements, which ~~resulted~~will be required in ~~the~~reporting ~~following~~periods ~~allocation:~~beginning after December 15, 2010. The adoption of ASU 2010-06 did not have a significant impact on our operating results, financial position or cash flows.

Common Stock			$12,000
Note Payable			18,000
			$30,000

In February 2010, FASB issued ASU No. 2010-09, Amendments to Certain Recognition and Disclosure Requirements (ASU 2010-09). This update amends Subtopic 855-10 and gives a definition to SEC filer, and requires SEC filers to assess for subsequent events through the issuance date of the financial statements. This amendment states that an SEC filer is not required to disclose the date through which subsequent events have been evaluated for a reporting period. ASU 2010-09 becomes effective upon issuance of the final update. We adopted the provisions of ASU 2010-09 for the period ended April 30, 2010.

~~The~~Other ~~discount~~recently ofissued ~~$12,000~~or ~~arising~~adopted ~~from~~accounting ~~this~~pronouncements ~~transaction~~are ~~was recorded at the inception of the notes and is amortized~~not ~~using~~expected ~~the~~to ~~effective interest rate method over the life of the notes~~have, 12or ~~months. The~~did ~~effective~~not ~~interest rate of the notes is 76%. As of December 31~~have, ~~2010,~~a ~~the~~material ~~notes~~impact ~~have~~on aour ~~balance~~financial ofposition ~~$23,758,~~or ~~net~~results offrom ~~discount of $6,242~~operations.

~~During~~Note ~~September~~2 ~~2010,~~– aGoing stockholder returned 300,000 unrestricted common shares of the company in exchange for 500,000 shares of restricted common stock and a note payable for $5,000, payable in 18 months, and carrying interest of 12% per annum. The $5,000 note balance was charged to expense as of the date of the transaction.Concern

~~NOTE~~As 7reflected -in ~~Equity~~the accompanying financial statements, we had a working capital deficit of $290,213 and an accumulated deficit of $12,139,859 at December 31, 2011, which raise substantial doubt about our ability to continue as a going concern. Management plans to raise funds through the issuance of debt or the sale of common stock.

~~Year~~Our ~~ended~~ability ~~December~~to 31continue as a going concern is dependent on our ability to raise capital through the issuance of debt or the sale of common stock. If we do not raise capital sufficient to fund our business plan, ~~2010~~AsherXino may not survive. The financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern.

~~Stock~~NOTE ~~for~~3 ~~services During~~- ~~2010, we issued 2,395,000 shares of common stock for services and recorded $220,500 of expense related to these issuances.~~Investments

~~F-13~~We acquired a total of 310,000 shares of Hythiam common stock during 2005 through 2008 in connection with a financing arrangement entered into in 2002. Hythiam is a public company whose shares are quoted on the OTCBB. We acquired the shares of Hythiam common stock to sell in the near term to generate income. Management did not intend to hold the shares of Hythiam common stock for investment purposes, and accordingly, classified the shares as "trading securities" for all periods presented. Because of such classification, unrealized gains and losses were recorded in operations. As of December 31, 2009, we owned 44,600 shares of Hythiam common stock.

AsDuring ~~discussed~~the inyear ~~Note~~ended 6,December ~~during September 2010~~31, ~~a stockholder returned 300~~2009,~~000~~ ~~unrestricted~~we ~~common~~sold ~~shares of~~ the ~~company~~remaining ~~in exchange for 500~~44,~~000~~600 shares of ~~restricted~~Hythiam common stock ~~and a note payable~~ for ~~$5,000,~~ ~~payable~~total inproceeds ~~18 months, and carrying interest~~ of ~~12% per annum. The fair value of the 200~~$15,~~000~~436 shares returned to the stockholder was determined using the closing market price on the date the stock was granted. The difference between the fair value of the stock we received and the fair value of the stock and note returned to the investor was expensed with shares for ~~services. The~~a ~~fair~~realized ~~values~~loss ~~were determined using the closing market price on the date~~ of ~~the transaction~~$1,958.

OnNote ~~December~~4 ~~28,~~– ~~2010,~~Oil 1,500,000 shares of common stock were granted to a consultant. The shares vest two years from the grant date, December 28, 2010. We will estimate the fair value of the award as of the end of each reporting period and ~~recognize~~Gas an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete. No expense was recognized during the year ended December 31, 2010; the unvested portion of the award, as calculated using the closing market price of our common stock on December 31, 2010 of $.05, was $75,000.Asset

~~Stock~~Oil ~~for~~and ~~cash~~gas asset consists of costs associated with the signing of OPL 2012 of $53,750 and $0 as of December 31, 2011. All oil and gas asset costs are excluded from amounts subject to amortization. The rights to OPL 2012 sign on by AsherXino are subject to our performance of the following obligations: (i) a signature bonus of $12,500,000 payable immediately to the Nigerian government and (ii) a $10,000,000 farm-in fee payable to a local partner. The status of the project is that we are seeking funding to fulfill these obligations and to conduct geological and geophysical work and a drilling program. We anticipate including the excluded costs into the amortization base during the next two (2) years.

~~During the twelve months ended December 31, 2010, we issued 1,600,000 shares of common stock for $76,500 cash as follows:~~F-11

Four investors purchased 400,000 shares of common stock for $16,500. An investor purchased 1,200,000 shares of common stock and a warrant to purchase 600,000 shares of common stock, exercisable for two months, at an exercise price of $.05 per share, for $60,000. The ~~warrant~~following ~~provided~~tables ~~that~~provide ~~the~~certain ~~exercise~~information about price would reduce if subsequent equity sales occurred at a price lower than the exercise price and thus it was accounted for as a derivative warrant. (See table in Note 1) We recorded a loss of $20,250 related to mark-to-market of this derivative liability. The warrant was valued at fair value at the time of issuance using the Black-Scholes option pricing model with an expected life of two months, a risk free interest rate of .18%, a dividend yield of 0%, and an expected volatility of 400.83%. Expected volatility is based solely on historical volatility because we do not have traded options. The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trading history to determine our ~~historical~~excluded ~~volatility~~costs. Beginning with computations after June 2010, when there was an active trading market for our stock, we have included our own historical volatility in determining the volatility used. We will continue to use a peer group until we have sufficient trading history to determine our own historical volatility.

~~Stock~~Costs ~~issued~~Excluded ~~with~~by ~~debt~~Year Incurred

Two investors loaned funds to the company and received 200,000 shares of common stock. $12,000 of the proceeds were allocated to the common stock, as discussed in Note 6.

	Year ended December 31, 2011		Excluded at December 31, 2010
Property acquisition	$	53,750	$	53,750

Total	$	53,750	$	53,750

~~Year~~Costs ~~ended~~Excluded ~~December~~by ~~31, 2009~~Country

During 2009, we issued 39,885,492 shares for services and recorded $1,788,443 of related expense. The expense was calculated using a share price equivalent to price investors paid to purchase shares of stock during the year.

		Nigeria		Total
Property acquisition		$	53,750	$	53,750

	Total	$	53,750	$	53,750

InChanges ~~addition, we issued 1,125,300 shares of stock for cash proceeds of $106,000. Finally, we issued 105,000,000 shares~~ in ~~for~~Costs ~~the~~Excluded ~~acquisition~~by ~~of oil and gas assets. (See Note 2 Restatement)~~Country

NOTE 8 - Related Party Transactions

		Nigeria		Total
Balance at December 31, 2008		$	-	$	-
	Additional costs incurred		53,750		53,750
	Costs transferred to amortization base		-		-

Balance at December 31, 2009		$	53,750	$	53,750

~~From~~Balance ~~time~~at ~~to time, our officers and directors advance funds to us for working capital and receive repayments of such funds. As of~~ December 31, ~~2010~~2009 and ~~December~~2010 ~~31,~~$ ~~2009~~53,750 ~~respectively, the total amount due to related parties was~~ $~~71,924~~ ~~and $58~~53,~~815 is unsecured, bears no interest and is due on demand.~~750

FNOTE 5 -14 Notes Payable

~~NOTE~~During 9June -2010, ~~Income~~we ~~Taxes~~executed two notes payable agreements and received $15,000 in proceeds for each agreement. Each investor received a notes payable with a face value of $15,000 which matures one year from the date of issuance and has a stated interest rate of 18% and as part of the purchase agreement each investor also received 100,000 shares of our common stock. We measured the fair value of the notes payable and the common stock on the date of commitment and allocated the proceeds received between the notes payable and common stock based on the fair values of the respective instruments which resulted in the following allocation:

As of December 31, 2010, we had approximately $9,953,029 of U.S. federal and state net operating loss carry-forwards available to offset future taxable income, which begin expiring in 2026, if not utilized. The deductibility of losses incurred before June 19, 2009, the date we experienced a change in control, is limited by the provisions of section 382 of the Internal Revenue Code.

Common Stock			$12,000
Note Payable			18,000
			$30,000

~~Our~~The ~~deferred~~discount ~~income taxes reflect the net tax effects~~ of ~~operating~~$12,000 ~~loss~~arising ~~and~~from ~~tax~~this ~~credit carry forwards~~transaction ~~and~~was ~~temporary~~recorded ~~differences~~at ~~between~~the ~~carrying~~inception ~~amounts~~ of ~~assets~~the notes and ~~liabilities~~is ~~for~~amortized ~~financial~~using ~~reporting purposes and~~ the ~~amounts~~ ~~used~~effective ~~for~~interest ~~income~~rate ~~tax~~method ~~purposes.~~over ~~In assessing~~ the ~~realizability~~life of ~~deferred~~the ~~tax assets~~notes, ~~management considers~~ ~~whether~~12 itmonths. isThe ~~more~~effective ~~likely~~interest ~~than~~rate ~~not that some portion or all~~ of the ~~deferred~~notes ~~tax~~is ~~assets will not be realized~~76%. ~~The~~As ~~ultimate realization~~ of ~~deferred~~December ~~tax~~31, ~~assets~~2011, isthe ~~dependent~~notes ~~upon~~have ~~the~~a ~~generation~~balance of ~~future~~$29,600 ~~taxable~~net ~~income during the periods in which~~of ~~temporary~~discount ~~differences~~of ~~representing net future deductible amounts become deductible~~$6,242.

~~Components~~During September 2010, a stockholder returned 300,000 unrestricted common shares of ~~deferred~~the ~~tax~~company ~~assets~~in asexchange for 500,000 shares of ~~December~~restricted 31common stock and a note payable for $5,000, ~~2010~~payable in 18 months, and ~~2009~~carrying ~~are~~interest of 12% per annum. The $5,000 note balance was charged to expense as ~~follows:~~of the date of the transaction.

	December 31,
	2010	2009
Net operating loss carry-forward	$ 3,685,000	$ 3,639,000
Valuation allowance for deferred tax assets	(3,685,000)	(3,639,000)
	-	-

NOTE 6 - Equity

~~The~~Stock ~~deferred~~for ~~tax asset generated by the loss carry-forward has been fully reserved due to the uncertainty that the Company will be able to realize the benefit from it.~~services

~~The~~During ~~reconciliation~~2010, ofwe ~~income~~issued ~~tax~~2,395,000 ~~provision~~shares atof common ~~the~~stock ~~statutory~~for ~~rate~~services toand ~~the~~recorded ~~reported~~$220,500 ~~income~~of ~~tax~~ expense isrelated asto ~~follows:~~these issuances.

	December 31,
	2010	2009
US statutory federal rate	34.00%	34.00%
State income tax rate	3.06%	3.06%
Valuation allowance	-37.06%	-37.06%
	0.00%	0.00%

During 2011, we issued 750,000 shares of stock for services and recorded $67,500 of expense related to these issuances.

The valuation allowance is evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized. At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required. F-12

WeAs ~~have~~discussed noin ~~positions~~Note ~~for~~5, ~~which~~during itSeptember is2010, a ~~reasonable~~stockholder ~~that~~returned ~~the~~300,000 ~~total~~unrestricted ~~amounts~~common shares of ~~unrecognized~~the ~~tax~~company ~~benefits~~in atexchange for 500,000 shares of restricted common stock ~~December~~and 31a note payable for $5,000, ~~2010~~payable ~~will~~in ~~significantly~~18 ~~increase~~months, orand ~~decrease~~carrying ~~within~~interest of 12% ~~months~~per annum. The fair value of the 200,000 shares returned to the stockholder was determined using the closing market price on the date the stock was granted. The difference between the fair value of the stock we received and the fair value of the stock and note returned to the investor was expensed with shares for services. The fair values were determined using the closing market price on the date of the transaction.

~~NOTE~~On 10December -28, ~~Commitments~~2010, 1,500,000 shares of common stock were granted to a consultant. The shares vest two years from the grant date, December 28, 2010. We will estimate the fair value of the award as of the end of each reporting period and ~~contingencies~~recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete. The Company recognized 67,500 of expense for the vested portion of the award; the unvested portion of the award, as calculated using the closing market price of our common stock on December 31, 2011 of $.09, was $67,500.

~~During~~Stock ~~September~~for 2010, we entered into a contract which requires us to pay a consultant a finder's fee associated with any transaction in which a company introduced to us by the consultant invests funds in Asher. The finder's fee ranges from 1.5% to 2.5% of the proceeds of the transaction, depending on the amount invested. No such transaction has occurred to date.cash

~~NOTE~~During 11the -twelve ~~Equity~~months ~~line~~ended December 31, 2010, we issued 1,600,000 shares of ~~credit~~common stock for $76,500 cash as follows:

InFour ~~July~~investors 6purchased 400,000 ~~2010~~shares weof ~~entered~~common ~~into~~stock anfor ~~equity~~$16,500. ~~line~~During ofthe ~~credit~~twelve ~~agreement~~months ~~with~~ended anDecember ~~investor~~31, ~~Dutchess Opportunity~~2011, ~~Fund~~we IIissued 1,250,000 ~~LP. Under~~shares ~~the~~of ~~terms~~common ofstock ~~the~~for ~~agreement~~50,000 ~~Dutchess~~cash. ~~must~~An ~~purchase~~investor purchased 1,200,000 ~~when~~shares weof ~~furnish~~common astock ~~put~~and ~~notice~~a warrant to ~~them~~ purchase 600,000 shares of ~~our~~ common stock, atexercisable ~~95%~~for oftwo ~~the~~months, ~~volume~~at ~~weighted~~an ~~average~~exercise price of $.05 per share, for ~~the~~$60,000. ~~five~~The ~~days~~warrant ~~prior~~provided tothat the ~~put~~exercise ~~date. The~~price ~~number~~would ofreduce ~~shares~~if ~~puttable~~subsequent equity sales occurred at ~~any~~a ~~given~~price ~~time~~lower isthan ~~200%~~the ofexercise ~~average~~price ~~daily~~and ~~volume~~thus it was accounted for 3as ~~prior~~a ~~trading~~derivative ~~days~~warrant. ~~times~~(See ~~average three~~table ~~day~~in ~~closing~~Note ~~price~~1) We recorded a loss of ~~common~~$20,250 ~~stock~~related ~~prior~~to mark-to-market of this derivative liability. The warrant was valued at fair value at the ~~notice~~time ~~date~~of orissuance ~~shares~~using ~~resulting~~the inBlack-Scholes ~~proceeds~~option pricing model with an expected life of ~~$500~~two months,~~000. We~~ ~~are obligated~~a torisk ~~register~~free 35interest rate of .18%,~~000,000~~ ~~shares~~a ~~under~~dividend ~~the~~yield ~~agreement~~of 0%, and wean ~~may~~expected ~~not~~volatility ~~put~~of ~~shares~~400.83%. toExpected ~~Dutchess~~volatility ~~until~~is ~~the~~based ~~registration statement~~solely ison ~~effective~~historical volatility because we do not have traded options. The ~~investment~~volatility ~~agreement~~was ~~provides~~determined ~~for~~by ~~proceeds~~referring to the average historical volatility of upa peer group of public companies because we do not have sufficient trading history to ~~$35,000,000,~~determine ~~however~~our historical volatility. Beginning with computations after June 2010, atwhen ~~current~~there was an active trading market for our stock ~~prices~~, ifwe ~~all~~have ofincluded our own historical volatility in determining the ~~shares~~volatility ~~required~~used. We will continue to beuse ~~registered~~a peer group until we have sufficient trading history to determine our own historical volatility.

~~F-15~~Stock issued with debt

~~under~~Two ~~the~~investors ~~agreement~~loaned ~~were~~funds ~~sold,~~to ~~we would receive proceeds of approximately $1.3 million. Because none of~~ the ~~shares~~company ~~underlying~~and ~~the~~received ~~line of credit are registered~~200,000 weshares ~~are not eligible to use the equity line~~ of ~~credit~~common ~~at this time~~stock. In ~~conjunction with the agreement, we paid Dutchess~~ $512,000~~. In~~ ~~July~~of ~~2010,~~the weproceeds ~~paid~~were ~~Dutchess~~allocated anto ~~additional~~the $5common stock,~~000, which~~ ~~were~~as ~~expensed~~discussed asin ~~incurred~~Note 6.

FNOTE 7 -16 Related Party Transactions

From time to time, our officers and directors advance funds to us for working capital and receive repayments of such funds. As of December 31, 2011 and December 31, 2010, respectively, the total amount due to related parties was $73,795 and $71,924 is unsecured, bears no interest and is due on demand.

F-13

NOTE 8 - Income Taxes

As of December 31, 2011, we had approximately $10,000,000 of U.S. federal and state net operating loss carry-forwards available to offset future taxable income, which begin expiring in 2026, if not utilized. The deductibility of losses incurred before June 19, 2009, the date we experienced a change in control, is limited by the provisions of section 382 of the Internal Revenue Code.

Our deferred income taxes reflect the net tax effects of operating loss and tax credit carry forwards and temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Components of deferred tax assets as of December 31, 2011 and 2010 are as follows:

	December 31,
	2011	2010
Net operating loss carry-forward	3,700,000	$ 3,685,000
Valuation allowance for deferred tax assets	(3,700,000)	(3,685,000)
	-	-

The deferred tax asset generated by the loss carry-forward has been fully reserved due to the uncertainty that the Company will be able to realize the benefit from it.

The reconciliation of income tax provision at the statutory rate to the reported income tax expense is as follows:

	December 31,
	2011	2010
US statutory federal rate	34.00%	34.00%
State income tax rate	3.06%	3.06%

Valuation allowance	-37.06%	-37.06%
	0.00%	0.00%

We have no positions for which it is reasonable that the total amounts of unrecognized tax benefits at December 31, 2011 will significantly increase or decrease within 12 months.

NOTE 9 - Equity line of credit

In July 6, 2010 we entered into an equity line of credit agreement with an investor, Dutchess Opportunity Fund II, LP. Under the terms of the agreement, Dutchess must purchase, when we furnish a put notice to them, shares of our common stock at 95% of the volume weighted average price for the five days prior to the put date. The number of shares puttable at any given time is 200% of average daily volume for 3 prior trading days times average three day closing price of common stock prior to the notice date or shares resulting in proceeds of $500,000. We are obligated to register 35,000,000 shares under the agreement and we may not put shares to Dutchess until the registration statement is effective. The investment agreement provides for proceeds of up to $35,000,000, however, at current stock prices, if all of the shares required to be registered

F-14

under the agreement were sold, we would receive proceeds of approximately $1.3 million. Because none of the shares underlying the line of credit are registered, we are not eligible to use the equity line of credit at this time. In conjunction with the agreement, we paid Dutchess $5,000. In July 2010, we paid Dutchess an additional $5,000, which were expensed as incurred.

F-15

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

none.

ITEM 9A. CONTROLS AND PROCEDURES.

Not applicabble.

ITEM 9A(T). CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of certain members of our management, including our Chief Executive Officer and interim Chief Financial Officer, we completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In light of the material weaknesses discussed below, which have not been fully remediated as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and interim Chief Financial Officer concluded, after the evaluation described above, that our disclosure controls were not effective. As a result of this conclusion, the financial statements for the period covered by this report were prepared with particular attention to the material weaknesses previously disclosed. Accordingly, management believes that the financial statements included in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented.

Management Report on Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) is defined as a process designed by, or under the supervision of, a company's principal executive and financial officers, or persons performing similar functions, and effected by a 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 reporting purposes in accordance with generally acceptable accounting principles 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 generally accepted accounting principles, 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. 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 of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of certain members of our management, including our Chief Executive Officer and interim Chief Financial Officer, we completed an evaluation of the effectiveness of the design and operation of our internal controls over financial reported and concluded that our internal controls over financial reporting are not effective. We are a newly established company and our system of internal controls is not yet fully designed nor is it operational. Thus, we identified multiple material weaknesses in the design and operation of our internal controls related mainly to deficiencies in the control environment and staffing of our financial accounting department. Material weaknesses in the control environment include:

	the non-existence of a code of ethics,
	in adequate accounting procedures,
	a lack of timely reconciliation of cash accounts,
	a lack of qualified accounting staff involved in our accounting and financial reporting,
	inadequate controls over purchasing and accounts payable, and
	inadequate segregation of duties.

~~Return~~- to24 ~~Table of Contents~~-

-24-

Our accounting staff is small and lacks experience with GAAP and SEC reporting requirements. We intend to implement a system of internal controls and remediate the deficiencies in our system of internal controls as we secure funding and grow.

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

ITEM 9B. OTHER INFORMATION. Unregistered Sales of Equity Securities In November 2009, we sold 1,000,000 shares of unregistered common stock to a private investor. This transaction was made in reliance upon exemptions from registration under Section 4(2) of the Securities Act. Each certificate issued for unregistered securities contained a legend stating that the securities have not been registered under the Securities Act and setting forth the restrictions on the transferability and the sale of the securities. No underwriter participated in, nor did we pay any commissions or fees to any underwriter, in these transactions. The transaction did not involve a public offering. The investor had knowledge and experience in financial and business matters that allowed him to evaluate the merits and risk of receipt of these securities. The investor was knowledgeable about our operations and financial condition.

~~PART~~In ~~III~~November 2009, we sold 1,000,000 shares of unregistered common stock to a private investor. This transaction was made in reliance upon exemptions from registration under Section 4(2) of the Securities Act. Each certificate issued for unregistered securities contained a legend stating that the securities have not been registered under the Securities Act and setting forth the restrictions on the transferability and the sale of the securities. No underwriter participated in, nor did we pay any commissions or fees to any underwriter, in these transactions. The transaction did not involve a public offering. The investor had knowledge and experience in financial and business matters that allowed him to evaluate the merits and risk of receipt of these securities. The investor was knowledgeable about our operations and financial condition.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
Executive Officers and Directors.

As of the date of this Form 10-K, we had outstanding ~~121~~161,~~000~~582,~~000~~ 542 shares of common stock and 0 shares of preferred stock.

Name	Age	Position
Bayo O. Odunuga	4245	Chief Executive Officer, Director
Patrick O. Okorodudu	4346	Secretary/General Counsel, Director
Michael C. Hinton	6466	~~President,~~ Director
Ola Adebowale		Chief Operating Officer
Warren H. Anderson	63	Chief Technical Officer

Our officers serve at the will of the Board of Directors. Presently we have no employment contracts with any of our officers.

Brief biographies of our officers and directors are set forth below. Each director holds office until the next annual meeting or until his death, resignation, retirement, removal, disqualification or until a successor has been elected and qualified. Vacancies in the existing board are filled by a majority of the remaining directors.

Bayo O. Odunuga became Chief Executive Officer of the Company and joined its Board of Directors upon our acquisition of the Asher Assets. Mr. Odunuga has more than nineteen years of experience as an energy advisor, management consultant and project manager with Price Waterhouse Coopers and EDS Corporation. He has extensive experience advising oil companies in field acquisition and development. He is a co-founder and former President and Chief Executive Officer of Rosegate Synergistic, Inc., a management consulting company, from July 2001 to December 2006. He was President of Apex Star Energy Corporation from January to August 2007. Since 2007, Mr. Odunuga, together with Patrick Okorodudu, has worked on the acquisition of the Asher Assets and related activities such as negotiating contracts with the Nigerian government and local Nigerian partners to obtain the rights to OPL 2012, performing due diligence on OPL 2012, commissioning an independent audit and arranging a 2D seismic study on OPL 2012.

~~Return~~- ~~to Table of Contents~~25-

Patrick O. Okorodudu became our Secretary and General Counsel of and joined our Board of Directors upon ouracquisition of the Asher Assets. Mr. Okorodudu has over twenty years of experience as an attorney and consultant to local and international oil and gas companies in Africa and other international business entities. In 2001 he founded a company called Patina Group Inc., which specializes in executing oil and gas service contracts for West African exploration and production companies and provides legal and business development services for North American exploration and production companies seeking to do business in Western Africa. As President of Patina Group, Mr. Okorodudu's business tasks have included development of independent energy power and agro-25allied sector development projects in emerging market economies. He has consulted with state governments in Nigeria on the establishment of city and rural gas-powered electricity projects; he has also assisted private refinery owners in the financing and construction of 60,000-100,000 bpd (barrels per day) capacity refineries. Patina Group has collaborated with local and international oil companies to form joint venture companies to embark on Directional Drilling projects, sub-sea development work, and oil and gas financing. Since 2007, Mr. Okorodudu, together with Bayo Odunuga, has worked on the acquisition of the Asher Assets and related activities such as negotiating contracts with the Nigerian government and local Nigerian partners to obtain the rights to OPL 2012, performing due diligence on OPL 2012, commissioning an independent audit and arranging a 2D seismic study on OPL 2012. Mr. Okorodudu is an associate member of the American Bar Association and the American Academy of Legal Studies in Business. He serves on the boards of several agro-allied and energy companies.Since 2003, Mr. Okorodudu has been teaching Business Law, Leadership and Ethics courses for several U.S. universities while taking time to complete doctoral studies in corporate governance law.

Patrick O. Okorodudu became our Secretary and General Counsel of and joined our Board of Directors upon ouracquisition of the Asher Assets. Mr. Okorodudu has over twenty years of experience as an attorney and consultant to local and international oil and gas companies in Africa and other international business entities. In 2001 he founded a company called Patina Group Inc., which specializes in executing oil and gas service contracts for West African exploration and production companies and provides legal and business development services for North American exploration and production companies seeking to do business in Western Africa. As President of Patina Group, Mr. Okorodudu's business tasks have included development of independent energy power and agro-allied sector development projects in emerging market economies. He has consulted with state governments in Nigeria on the establishment of city and rural gas-powered electricity projects; he has also assisted private refinery owners in the financing and construction of 60,000-100,000 bpd (barrels per day) capacity refineries. Patina Group has collaborated with local and international oil companies to form joint venture companies to embark on Directional Drilling projects, sub-sea development work, and oil and gas financing. Since 2007, Mr. Okorodudu, together with Bayo Odunuga, has worked on the acquisition of the Asher Assets and related activities such as negotiating contracts with the Nigerian government and local Nigerian partners to obtain the rights to OPL 2012, performing due diligence on OPL 2012, commissioning an independent audit and arranging a 2D seismic study on OPL 2012. Mr. Okorodudu is an associate member of the American Bar Association and the American Academy of Legal Studies in Business. He serves on the boards of several agro-allied and energy companies. Since 2003, Mr. Okorodudu has been teaching Business Law, Leadership and Ethics courses for several U.S. universities while taking time to complete doctoral studies in corporate governance law.

Michael C. Hinton has been an officer and director of the Company since December 15, 1997, holding the office of Secretary from 1997 to 2003 and the office of President from 2003 until the present. Since 1990, he has been engaged in managing his own investments and is the sole owner of Multimarket Americas Export Corp. which is engaged in exporting telephone and construction equipment and the import of food products. Mr. Hinton received a bachelor's degree in economics from Colorado State University.

~~Once~~After our Form 10 became effective, Mr. Hinton ~~intended~~resigned ~~to resign~~ from his positions as President ~~and~~of ~~Director. After~~the ~~our~~Corporation ~~Form~~and ~~10 became effective in February 2010, Mr. Hinton~~ agreed to remain a board member. ~~Warren H~~. ~~Anderson, a geologist and engineer with over thirty years of experience in petroleum exploration and drilling operations in West Africa, has agreed to join Asher as its Chief Technical Officer.~~ We also intend to expand our Board of Directors to include ~~Chris~~Femi K.Dosunmu ~~Wilmot~~ and Jimmy G. Delano, both of whom have agreed to join Asher'’s Board of Directors. . Mr. ~~Wilmot has~~Delano ~~held~~is ~~several~~a ~~executive~~certified ~~management~~accountant ~~positions~~ with ~~major~~more ~~oil~~than ~~companies~~twenty-seven ~~including~~years ~~Atlantic~~of ~~Richfield Company (ARCO)~~international ~~and~~business ~~has~~experience, ~~worked~~a onsubstantial ~~business~~portion ~~development~~of ~~initiatives~~which was in ~~various~~Africa, ~~African~~while ~~countries.~~ Mr. ~~Delano~~Dosunmu is a ~~certified~~seasoned ~~accountant~~ Entrepreneur with ~~more~~over 25 ~~than~~years’ ~~twenty-five~~experience ~~years~~in ofHealthcare, ~~international~~Agriculture ~~business~~and ~~experience,~~oil aand ~~substantial~~gas ~~portion~~sector. ofHe ~~which~~owns ~~was~~several businesses in ~~Africa~~USA, Nigeria and other West African Countries.

~~Information~~Ola ~~Concerning~~Adebowale ~~the~~is ~~Board~~a ofseasoned ~~Directors~~executive with ~~and~~over ~~its~~13 ~~Committees. We~~years doexperience ~~not~~at ~~have~~the anNASA ~~Audit~~consortium ~~Committee,~~and ~~Compensation~~General ~~Committee,~~Electric or(GE) ~~Nomination~~with ~~Committee. We~~core ~~consider~~strength ~~this~~in ~~appropriate~~services ~~for~~business, manufacturing ~~our~~and ~~size~~operations ~~and~~management. ~~stage~~Mr ofAdebowale ~~organization. We~~has ~~plan~~led toseveral ~~create~~GE anbusiness ~~Audit~~units ~~Committee~~including GE Aviations and ~~adopt~~GE aOil ~~written~~and ~~charter~~Gas ~~after~~in weAfrica ~~add~~where ~~independent~~he ~~directors~~was tothe former Managing Director of General Electric (GE) Oil and Gas responsible for leading the ~~board.~~overall GE operations in Nigeria

Warren H. Anderson is a geologist and engineer with over 30 years of experience in petroleum exploration and drilling operations, having lived and worked in West Africa. He was formerly the the President of Asher Energy Corporation with the vision for developing a portfolio of assets in Africa and President of Frontier Exploration Corporation. Mr. Anderson had previously drilled and made economic discoveries with multinationals and independent companies in the US. In addition, Mr. Anderson is a geophysics researcher in a US university

Information Concerning the Board of Directors and its Committees.

We do not have an Audit Committee, Compensation Committee, or Nomination Committee. We consider this appropriate for our size and stage of organization. We plan to create an Audit Committee and adopt a written charter after we add independent directors to the board.

The Board has not adopted formal policies with regard to shareholder communications with individual Board members. However, we are currently in the process of developing these policies and procedures.

The Board of Directors held meetings on ~~seven~~7 occasions during the year ended December 31, ~~2010~~2011. No incumbent director missed more than 7590% of the meetings of the Board in the past year.

~~Section 16(a) Beneficial Ownership Reporting Compliance.~~ We ~~have~~encourage ~~reviewed~~members of the ~~Forms~~Board 3,of ~~4 and 5 submitted~~ Directors to usattend ~~relating~~our toannual ~~2010~~meetings. We ~~have~~did ~~found~~not ~~that~~conduct ~~Michael~~an ~~Hinton,~~annual ~~Bayo Odunuga,~~meeting ~~and~~for ~~Patrick~~the ~~Okorodudu~~year ~~have~~ended ~~filed~~December ~~all required Forms 3~~31, ~~4 and 5 during 2010~~2011.

~~Code~~Section ~~of Ethics. We have not adopted~~ 16(a) ~~code~~Beneficial ofOwnership ~~ethics that applies to the registrant's principal executive officer, principal financial~~Reporting ~~officer, principal accounting officer or controller, or persons performing similar functions because we are in the organizational phase of our business~~Compliance. ~~We are in the process of developing our code of ethics.~~

~~Return~~We have reviewed the Forms 3, 4 and 5 submitted to ~~Table~~us ofrelating ~~Contents~~to 2011. No company's officers or filed all required Forms 3, 4 and 5 during 2011.

~~-26-~~Code of Ethics.

~~ITEM~~We 11have not adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we are in the organizational phase of our business. We ~~EXECUTIVE~~are ~~COMPENSATION~~in the process of developing our code of ethics.

~~None~~- of26 ~~the current officers or directors has received any compensation or remuneration from Asher for serving in these positions in the last two fiscal years of the Company.~~-

~~Future~~ITEM ~~salaries~~11. ofEXECUTIVE the officers and directors will be set by the Board of Directors depending upon our financial condition and market rates for small to medium sized energy companies, and may include bonuses, health insurance and other compensation as the Board of Directors may award.COMPENSATION

None of the current officers or directors has received any compensation or remuneration from Asher for serving in these positions in the last two fiscal years of the Company.

Future salaries of the officers and directors will be set by the Board of Directors depending upon our financial condition and market rates for small to medium sized energy companies, and may include bonuses, health insurance and other compensation as the Board of Directors may award.

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

Security ownership of certain beneficial owners and management The following table contains certain information as of December 31, 2010 as to the number of shares of common stock of the Company beneficially owned by each person who holds of record, or is known by management of the Company to own beneficially, more than 5% of the common stock outstanding, and by all directors and officers of the Company individually and as a group. Except as noted below, to the knowledge of management, each person named in the table has sole voting and investment power with respect to all shares of our common stock beneficially owned by such person.

The following table contains certain information as of December 31 2011 as to the number of shares of common stock of the Company beneficially owned by each person who holds of record, or is known by management of the Company to own beneficially, more than 5% of the common stock outstanding, and by all directors and officers of the Company individually and as a group. Except as noted below, to the knowledge of management, each person named in the table has sole voting and investment power with respect to all shares of our common stock beneficially owned by such person.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Bayo O. Odunuga 3102 Commonwealth Way Alpharetta, Georgia 30004	37,500,000	31.3%
Common Stock	Patrick O. Okorodudu 10314 Sedgehill Drive Indianapolis, Indiana 46239	37,500,000	31.3%
Common Stock	Michael C. Hinton 3355 North Academy Boulevard Colorado Springs, Colorado 80917	6,400,331	5.3%
Common Stock	Asher MHG Foundation1 10314 Sedgehill Drive Indianapolis, Indiana 46239	30,000,000	25.0%
Common Stock	All Directors and Officers as a group (three persons)	81,400,331	67.8%

1. Patrick Okorodudu, the Company'’s Secretary and Director, is the Chief Executive Officer of Asher MHG Foundation. Bayo Odunuga, the Company'’s Chief Executive Officer and Director, is a Director of Asher MHG Foundation. Messrs. Okorodudu and Odunuga disclaim beneficial ownership of shares held by Asher MHG Foundation.

We know of no arrangement, including the pledge by any person of securities of the Company, which may at a subsequent date result in a change of control of Asher.

Director Independence There are currently no independent directors on the Board of Directors, although we anticipate that the Board of Directors will be expanded and two independent directors will join the Board of Directors following the effectiveness of our registration statement on Form 10, as described in Item 10, "Directors and Executive Officers".

~~Return~~There toare ~~Table~~currently no independent directors on the Board of ~~Contents~~Directors, although we anticipate that the Board of Directors will be expanded and two independent directors will join the Board of Directors following the effectiveness of our registration statement on Form 10, as described in Item 10, “Directors and Executive Officers”.

- 27 -

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Auditor since June 30, 2009: MaloneBailey, LLP Audit Fees Malone Bailey, LLP billed us in the aggregate amount of $9,000 for the year ended December 31, 2010, for professional services related to: their audit of our annual financial statements included in our Annual Report on Form 10-K and their reviews of our unaudited quarterly financial statements included in our Quarterly Reports on Form 10-Q.

~~Tax~~Audit Fees ~~Malone Bailey, LLP did not perform, and accordingly did not bill us for, professional services rendered for tax related services for the years ended December 31, 2010~~

~~All Other Fees~~ Malone Bailey, LLP ~~did~~billed ~~not~~us ~~perform~~in the aggregate amount of $15,000 ~~and~~for ~~accordingly~~the ~~did~~year ~~not~~ended ~~bill~~December us31, ~~for~~2010, for professional services ~~rendered~~related ~~for~~to: ~~any~~their audit of our annual financial ~~other~~statements ~~services~~included ~~for~~in ~~the~~our ~~years~~Annual ~~ended~~Report ~~December~~on ~~31.~~Form ~~2010~~10-K and their reviews of our unaudited quarterly financial statements included in our Quarterly Reports on Form 10-Q.

~~Auditor~~Audit-Related ~~Independence Our Board of Directors considers that the work done for us in the year ended December 31, 2010 by MaloneBailey, LLP is compatible with maintaining Malone Bailey, LLP's independence.~~Fees

~~Auditor's~~MaloneBailey, ~~Time~~LLP onfees ~~Task All~~for of the ~~work~~year ~~expended~~ended ~~by MaloneBailey, LLP on our~~ December 31, 2010 ~~audit~~were ~~was attributed to work performed by MaloneBailey~~$5, ~~LLP's full-time, permanent employees~~.

Tax Fees

Malone Bailey, LLP haveperformed the annual audit for 2011, and accordingly did not bill us for, professional services rendered for tax related services for the years ended December 31, 2011.

All Other Fees

Malone Bailey, LLP have not performed the annual audit for 2011, and accordingly did not bill us for, professional services rendered for tax related services for the years ended December 31, 2011.

Auditor Independence

Our Board of Directors considers that the work done for us in the year ended December 31, 2010 by MaloneBailey, LLP is compatible with maintaining Malone Bailey, LLP’s independence.

Auditor's Time on Task

All of the work expended by MaloneBailey, LLP on our December 31, 2010 audit was attributed to work performed by MaloneBailey, LLP‘s full-time, permanent employees.

Auditor through June 24, 2009: Cordovano and Honeck LLP

Audit Fees

Cordovano and Honeck LLP billed us in the aggregate amount of $69,580 for the year ended December 31, 2008, for professional services related to: their audit of our annual financial statements included in our registration statement on Form 10 and their reviews of our unaudited quarterly financial statements included in our registration statement on Form 10.

Audit-Related Fees

Cordovano and Honeck LLP fees for the year ended December 31, 2008 were $72,000.

- 28 -

Tax Fees

Cordovano and Honeck LLP did not perform, and accordingly did not bill us for, professional services rendered for tax related services for the years ended December 31, 2009 and 2008.

All Other Fees

Cordovano and Honeck LLP did not perform, and accordingly did not bill us for, professional services rendered for any other services for the years ended December 31, 2009 and 2008.

Auditor Independence

Our Board of Directors considers that the work done for us in the year ended December 31, 2008 by Cordovano and Honeck LLP is compatible with maintaining Cordovano and Honeck LLP’s independence.

Auditor's Time on Task

All of the work expended by Cordovano and Honeck LLP on our December 31, 2008 audit was attributed to work performed by Cordovano and Honeck LLP full-time, permanent employees.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS

Exhibit Number	Description
21.1	List of Subsidiaries
31.1	Certification of Chief Executive Officer of AsherXino Corporation required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer of AsherXino Corporation required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer of AsherXino Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.
32.2	Certification of Chief Financial Officer of AsherXino Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

(bB) FINANCIAL STATEMENT SCHEDULES

The financial statement schedules required by this item are set forth in the notes to our financial statements set forth on page 57 and F-1.

~~Return~~- to28 ~~Table of Contents~~-

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SIGNATURES

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

	ASHERXINO CORPORATION
May 23, 2011	By:	/s/ Patrick Okorodudu
April 6, 2012	By:	/s/ Bayo Odunuga
		Patrick Okorodudu
		Bayo Odunuga

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

May 23, 2011	By:	/s/ Bayo Odunuga
April 6, 2012	By:	/s/ Bayo Odunuga
		Bayo Odunuga
May 23, 2011	By:	/s/ Patrick Okuroduru
April 6, 2012	By:	/s/ Patrick Okuroduru
		Patrick Okuroduru
		Patrick Okorodudu
May 23, 2011	By:	/s/ Michael Hinton
April 6, 2012	By:	/s/ Michael Hinton
		Michael Hinton

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