UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2012~~2013.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-52979

Heavy Earth Resources, Inc.

(Exact name of registrant as specified in its charter)

Florida	~~75-3160134~~	75-3160134
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. Employer Identification No.)~~	(I.R.S. Employer Identification No.)
625 Second Street, #280, San Francisco, California	94107
2101 Cedar Springs Road Suite 1525 Dallas, TX		75201
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

(~~415~~214) ~~813~~466-~~5079~~2030 ~~(Registrant's Telephone Number, Including Area Code)~~

Securities registered under Section 12(b) of the Act:
Title of each class registered:	Name of each exchange on which registered:
None	None
Securities registered under Section 12(g) of the Act:
Common Stock, Par Value $.001 (Title of Class)

(Registrant’s Telephone Number, Including Area Code)

~~Indicate~~Securities byregistered ~~check~~under ~~mark~~Section if12(b) ~~registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act~~. o Yes x No~~:

~~Indicate~~Title byof ~~check~~each ~~mark~~class ifregistered: ~~registrant~~Name isof ~~not~~each ~~required~~exchange toon ~~file~~which ~~reports~~registered: ~~pursuant~~None ~~to Section 13 or Section 15(d) of the Act. o Yes x No~~None

~~Indicate~~Securities byregistered ~~check~~under ~~mark whether the registrant (1) has filed all reports required to be filed by~~ Section ~~13 or 15~~12(dg) 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. x Yes o No:

~~Indicate~~Common ~~by check mark whether the registrant has submitted electronically and posted on its corporate Web site~~Stock, ifPar ~~any,~~Value ~~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). x Yes o No~~001

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

Indicate by check mark ~~whether~~if ~~the~~ registrant is a ~~large accelerated file, an accelerated filer, a non~~ well-~~accelerated~~known ~~filer,~~seasoned ~~or a smaller reporting company. See the definitions of "large accelerated filer~~issuer," ~~"accelerated~~as ~~filer"~~defined ~~and "smaller reporting company"~~ in Rule ~~12b-2~~405 of the ~~Exchange~~Securities Act. [ ] Yes [X] No

~~Large~~Indicate ~~accelerated~~by ~~filer~~check omark ~~Accelerated~~if ~~filer~~registrant ois ~~Non-accelerated~~not required ~~filer~~to ofile ~~(Do~~reports ~~not~~pursuant ~~check~~to ifSection a13 ~~smaller~~or ~~reporting~~Section ~~company~~15(d) ~~Smaller~~of ~~reporting~~the ~~company~~Act. x[ ] Yes [X] No

Indicate by check mark whether the registrant (1) ishas afiled ~~shell~~all ~~company~~reports ~~(as~~required ~~defined~~to inbe ~~Rule~~filed ~~12b-2~~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. x [ ] Yes o [X] No

~~The~~Indicate ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the registrant's has ~~shares~~submitted ofelectronically ~~common~~and ~~stock~~posted ~~held~~on byits ~~non-affiliates~~corporate ofWeb ~~the~~site, ~~registrant~~if onany, ~~June~~every ~~29,~~Interactive ~~2012,~~Data ~~based~~File onrequired $to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.88405 ~~per~~of ~~share,~~this ~~the~~chapter) during the ~~average~~preceding ~~bid~~12 ~~and~~months ~~ask~~(or ~~price~~for assuch shorter ofperiod that ~~date,~~the registrant was ~~$56,075,836~~required to submit and post such files). [X] Yes [ ] No

AsIndicate by check mark if disclosure of ~~May~~delinquent filers ~~21,~~pursuant ~~2013,~~to ~~there~~Item ~~were 71~~405 of Regulation S-K is not contained herein,~~038,253~~ ~~shares~~and ofwill not be contained, to the ~~issuer'~~best of registrant’s knowledge, ~~$.001~~in ~~par~~definitive ~~value~~proxy ~~common~~or ~~stock~~information ~~issued~~statements ~~and~~incorporated ~~outstanding~~by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

~~Documents~~Indicate ~~incorporated~~ by ~~reference.~~check ~~There~~mark ~~are~~whether nothe ~~annual~~registrant is ~~reports~~a tolarge ~~security~~accelerated ~~holders~~file, ~~proxy~~an ~~information~~accelerated ~~statements~~filer, ora ~~any~~non-accelerated ~~prospectus~~filer, ~~filed~~or ~~pursuant~~a tosmaller ~~Rule~~reporting ~~424~~company. ofSee the ~~Securities~~definitions of ~~Act~~“large ofaccelerated ~~1933~~filer,” ~~incorporated~~“accelerated ~~herein~~filer” byand ~~reference~~“smaller reporting company” in Rule 12b-2 of the Exchange Act.

1Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

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

The aggregate market value of the registrant’s shares of common stock held by non-affiliates of the registrant on June 28, 2013, based on $0.40 per share, the average bid and ask price as of that date, was $16,712,762.

As of June 22, 2015, there were 71,371,038 shares of the issuer’s $.001 par value common stock issued and outstanding.

TABLE OF CONTENTS

	PART I
		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	79
Item 1B.	Unresolved Staff Comments	209
Item 2.	Properties	209
Item 3.	Legal Proceedings	249
Item 4.	Mine Safety Disclosures	249
PART II	~~PART II~~
Item 5.	Market for Registrant'’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2410
Item 6.	Selected Financial Data	2712
Item 7.	Management'’s Discussion and Analysis of Financial Condition and Results of Operations	2713
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3115
Item 8.	Financial Statements and Supplementary Data	3116
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5017
Item 9A.	Controls and Procedures	5017
Item 9B.	Other Information	5118
PART III	~~PART III~~
Item 10.	Directors, Executive Officers and Corporate Governance	5219
Item 11.	Executive Compensation	5421
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5623
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5724
Item 14.	Principal Accounting Fees and Services	5824
Item 15.	Exhibits, Financial Statement Schedules	5825

FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will” and variations of these words and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A “Risk Factors” and elsewhere in this report. Forward-looking statements that were believed to be true at the time made may ultimately prove to be incorrect or false. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

PART I

Item 1. Business.

Overview

As used in this report, unless otherwise indicated, the terms “Registrant,” “Heavy Earth,” “Company,” “we,” “us” and similar terms refer to Heavy Earth Resources, Inc., a Florida corporation, and its wholly-owned subsidiary, Syncline ~~Deep~~Technologies, ~~Core~~ Inc., a Cayman Islands exempt company (“Syncline”), and Syncline’s wholly owned subsidiary, Deep Core (Barbados) Inc., a Barbados corporation (“Deep Core Barbados”), and Deep Core Barbados’s ~~majority~~wholly owned ~~subsidiaries~~ subsidiary, ~~DCX~~Deep SCore, Inc.~~A.S.~~ Sucursal, a Colombia ~~simplified shares~~ corporation (“~~DCX~~Deep Core Colombia”), ~~and~~as well as, Deep Core ~~(Barbados)~~ Inc., a Cayman ~~Barbados~~Island ~~corporation~~exempt company (“Deep Core”), ~~Barbados~~which prior to August 28, 2013 was our wholly-owned subsidiary, and Deep Core’s majority owned subsidiaries, DCX S.A.S., a Colombia simplified shares corporation (“DCX”).

History

Heavy Earth was incorporated in the State of Florida on June 25, 2004 as Swinging Pig Productions, Inc. We were previously a development stage company formed for purposes of developing, producing and marketing feature-length motion pictures. On May 12, 2011, our management changed and we entered into the oil and gas business to engage in the exploration, development and production of oil and gas properties primarily in Central and South America. On October 13, 2011, we changed our name to Heavy Earth Resources, Inc.

On May 3, 2012, we entered into and closed a Share Exchange Agreement ~~(the “Exchange Agreement”)~~ with Deep Core and the sole shareholder of Deep Core ~~(“Deep~~pursuant ~~Core Holder”). Pursuant~~ to ~~the~~which ~~Exchange Agreement,~~ we issued ~~(i) 250~~8,~~000~~ 824,042 shares of ~~our $0.001 par value~~ common stock ~~(the “Common Stock”) (the “Exchange Shares”)~~ in exchange for all outstanding ~~shares~~securities of ~~company stock of~~ Deep Core from the Deep Core Holder and (ii) 8,574,042 shares of our Common Stock to the holders (“Holders”) of outstanding convertible promissory notes of Deep Core (the “Notes”) in exchange for the conversion of the outstanding principal and accrued interest due on all of the Notes at a conversion price of $0.40 ~~per Conversion Share (the “Conversion Shares”). The issuance of the Exchange Shares and Conversion Shares shall be referred to as the “Share Exchange.”~~ Deep Core was incorporated in the Cayman Islands on March 29, 2011.

Prior to ~~the~~our acquisition of byDeep ~~the Company and on January 31~~Core, ~~2012,~~ Deep Core ~~closed~~purchased a Share Purchase Agreement (the “Petropuli SPA”) with Petro Vista Energy Colombia (Barbados) Corp., a Barbados corporation, (“PV Colombia”), a wholly-owned subsidiary of Petro Vista Energy Corp., a British Columbia, Canada corporation (“PVE”) to purchase 99.68% of issued and outstanding common stock of ~~PV Colombia’s subsidiary,~~ DCX ~~SAS~~ (formerly known as Petropuli SAS) ~~(“DCX”)~~ for $1,750,000, the assumption of current and contingent liabilities and certain other terms and conditions. ~~Through~~ ~~its Exploration and Production (“E&P”) Contract with the Colombian National Hydrocarbons Agency (“ANH”),~~ DCX ~~is a Colombian E&P operator and owns a 50% participating oil and gas interest in the Morichito Block consisting of 57,252 gross acres located in East Plains, Llanos Basin, Colombia. DCX~~ was incorporated in Colombia on May 4, 1999.

3On May 15, 2012, Deep Core closed a Share Purchase Agreement with Petro Vista Energy Corp. (“PVE”) and Petro Vista Energy Holdings Corp., a Barbados corporation (“PVE Holdings”), pursuant to which Deep Core acquired all of the outstanding shares of Petro Vista Energy Colombia (Barbados) Corp. (“PV Colombia”), a wholly-owned subsidiary of PVE Holdings, in exchange for consideration which included the nominal cash payment of $1.00, release of PVE of its contractual obligations and payment of $75,000 to PVE pursuant to the Petropuli SPA, and the assumption of the balance of acquisition costs associated with the 25% participating interest in the La Maye Block consisting of 68,473 gross acres located in the Lower Magdalena Basin of Colombia. PV Colombia was incorporated in Barbados on February 26, 2008 and changed its name to Deep Core (Barbados) Inc. on July 20, 2012. Deep Core Colombia, Deep Core Barbados’ wholly owned subsidiary, was organized on May 18, 2012 in Colombia to assume the control of the 25% Participation Interest for the La Maye Block.

On May 15, 2012, Deep Core closed a Share Purchase Agreement with PVE and Petro Vista Energy Holdings Corp., a Barbados corporation (“PVE Holdings”), pursuant to which Deep Core acquired all of the outstanding shares of PV Colombia, a wholly-owned subsidiary of PVE Holdings, in exchange for: (i) a nominal cash payment of $1.00, (ii) Deep Core’s release of PVE from all its ongoing obligations pursuant to the Petropuli SPA (iii) Deep Core’s release and payment to PVE of $75,000 as final payment of Deep Core’s payment obligations pursuant to the Petropuli SPA and (iv) the assumption of the balance of acquisition costs associated with the 25% participating interest in the La Maye Block. PV Colombia owns a 25% participating oil and gas interest in the La Maye Block consisting of 68,473 gross acres located in the Lower Magdalena Basin of Colombia. PV Colombia was incorporated in Barbados on February 26, 2008 and changed its name to Deep Core (Barbados) Inc. on July 20, 2012.3

On ~~May~~August 15, ~~2012~~2013, ~~DCX~~the Company entered into ~~and closed a Withdraw and~~ “Transfer ~~Agreement~~of ~~(the “Withdraw Agreement~~Share”) byagreements ~~and~~with ~~among~~each ~~SK Innovation Co. Ltd. (“SK”) and Petroamerica International Corp. (“PIC”) and DCX pursuant to which DCX agreed to voluntarily withdraw from the following: (i) the Exploration and Production~~ of ~~Hydrocarbons~~Grant ~~Contract~~Draper, ~~for~~our ~~the~~Chief ~~Sinu~~Executive ~~San Jacinto North Block SSJN-5 originally granted to SK and DCX on December 5~~Officer, ~~2008 (the “SSJN-5 E&P Contract”) by the Colombian ANH~~Anthony Ives, ~~(ii)~~our ~~the~~Chief ~~Temporary~~Financial ~~Union Agreement dated December 10~~Officer, ~~2008 between SK~~ and ~~DCX~~our ~~for~~shareholder, ~~the~~Shawn ~~formation~~Lunt ~~of a temporary union between SK and DCX~~ (~~the “Temporary Union Agreement”)~~collectively, ~~and (iii)~~ the ~~joint operating agreement between SK and DCX setting forth the rights and obligations of each party pursuant to the SSJN-5 E&P Contract (the~~ “~~Joint Operating Agreement~~Transferees”) ~~in exchange for SK’s and PIC’s assumption of all claims~~, ~~liabilities~~through ~~and obligations of DCX arising from or pursuant to~~ which the ~~SSJN-5~~Company ~~E&P~~acquired ~~Contract,~~100% ~~Temporary Union Agreement and the Joint Operating Agreement. The Subsidiary will, for a period~~ of ~~six months following~~ the ~~closing~~total ofissued ~~the Withdraw Agreement, indemnify SK of any claims from past obligations arising from any agreements between PIC~~ and ~~DCX,~~outstanding ~~the~~ordinary ~~SSJN-5~~shares ~~E&P Contract, the Temporary Union Agreement, or the Joint Operating Agreement and will indemnify both SK and PIC~~ of ~~any~~Syncline ~~claims~~ from ~~past obligations arising from any agreements with third parties related to~~ the ~~SSJN-5 E&P Contract, the Temporary Union Agreement, or the Joint Operating Agreement~~Transferees. The Withdraw Agreement also provides for the assignment of DCX’s 25% participating interest in the SSJN-5 E&P Contract to PIC and SK, subject to the approval of the ANH. The Withdraw Agreement will automatically terminate if the SSJN-5 E&P Contract or the Joint Operating Agreement is terminated prior to ANH approval.

~~The~~On ~~Share~~August ~~Exchange~~15, ~~between~~2013, ~~us and~~ Deep Core isentered ~~deemed~~into toan be“Instrument aof ~~reverse~~Transfer” ~~acquisition.~~agreement ~~The~~with ~~transaction~~Syncline ~~between~~and Deep Core ~~and DCX is also deemed to be a reverse acquisition~~Barbados, ~~where~~through which Deep Core assigned ~~(the legal acquirer) is deemed to be the accounting acquiree~~ and ~~DCX~~transferred ~~(the~~100% ~~legal~~of ~~acquire) is considered~~ the ~~accounting~~total ~~acquirer. The~~issued ~~assets~~ and ~~liabilities~~outstanding ~~were~~shares ~~transferred~~of ~~at their historical cost with our~~ capital ~~structure.~~stock ~~We are deemed a continuation~~ of ~~the business of~~ Deep Core ~~and~~Barbados ~~its~~to ~~subsidiary,~~Syncline ~~DCX,~~in exchange ~~and~~for ~~the~~consideration ~~historical financial statements~~ of ~~DCX have become our historical financial statements~~$1. 00.

~~With~~On ~~the~~August ~~acquisition~~28, 2013, we sold all of ~~DCX~~our byequity ownership in Deep Core ~~and~~to ~~the~~Black ~~subsequent~~Energy ~~Share~~Oil ~~Exchange~~& ~~with~~Gas ~~Heavy~~Corp., ~~Earth~~a Panamanian company (“Black Energy”) in ~~May~~exchange ~~2012,~~for ~~our~~consideration ~~focus~~which ~~has~~included ~~been~~Black onEnergy’s assumption of $6 million in existing liabilities as well as future liabilities of Deep Core, the ~~pre~~Company’s post-~~development~~sale ~~and~~retention, ~~exploitation~~through ~~stage~~its subsidiary Deep Core Barbados, of ~~the~~a ~~E&P~~15% participation ~~Contract~~interest in the Morichito Block ~~and our~~(hereinafter ~~balance~~referred ~~sheet~~to as the “Deep Core Shares Sale”), and ~~statement~~a 15% carry up to $10 million USD for the completion of ~~operations~~Morichito ~~have~~5 ~~undergone~~and ~~significant~~another ~~changes~~exploration well.

~~Corporate~~On ~~Structure~~November 14, 2014, the Company announced that it would evaluate the strategic alternatives and eventual sale of its participating working interests in the La Maye Block and Morachito Block oil and gas contracts. The Company does not expect to generate sales proceeds in excess of its existing liabilities.

~~The~~Corporate ~~corporate structure of the Company is illustrated as follows:~~Structure

4Immediately prior to closing of the Deep Core Shares Sale on August 28, 2013, our corporate structure was as follows:

~~Our~~Immediately ~~Business~~after the closing of the Deep Core Shares Sale, our corporate structure is now as follows:

WeHeavy ~~are~~Earth anResources, ~~independent~~Inc., ~~exploration~~a ~~stage~~Florida ~~company~~corporation ~~engaged~~Syncline ~~in the exploration~~Technologies, ~~development and production of oil and natural gas properties primarily in Central and South America~~Inc. ~~Through our subsidiaries~~, ~~we are actively exploring our oil and gas properties consisting of~~ a ~~50%~~Cayman ~~participating~~Islands ~~interest~~Exempt inCompany ~~the~~Deep ~~Morichito~~Core ~~Block of the Los Llanos Basin of Colombia~~ (~~“Morichito Block”~~Barbados) ~~consisting of 57~~Inc.,~~252~~ ~~gross~~a ~~acres~~Barbados ~~and~~corporation a ~~25%~~Cayman ~~participating~~Islands ~~interest~~Exempt inCompany ~~the~~Deep LaCore ~~Maye Block located in the Lower Magdalena Basin of Colombia~~ (~~“La Maye Block”~~Colombia) ~~consisting of 68~~Inc.,~~473~~ ~~gross~~a ~~acres. We~~Colombia ~~currently~~corporation ~~devote~~ a ~~significant~~Cayman ~~portion~~Islands ofExempt ~~our operations to the exploration and development of the Morichito Block.~~Company

~~Morichito Block~~4

WeOur currently hold a 50% participating oil and gas interest in the E&P Contract with the Colombian National Hydrocarbons Agency (the “ANH”) governing the Morichito Block located in the Llanos basin, Colombia, in an area comprising approximately 57,252 acres in the municipalities of Orocue and Mani in the Casanare department of Colombia (the “Morichito Contract”) with our majority owned subsidiary, DCX, as the ANH approved operator of the Morichito Block. Pursuant to the terms of the Morichito Contract, the exploration program is divided into six exploration phases and the exploitation period is for 24 years. Four phases of the work program have been fulfilled. Phase 6 is the remaining phase and has been approved by the ANH to exchange the drilling of an exploratory well for shooting 94 square kilometers of 3-D seismic data in the northern area of the block. The seismic survey is to target two previously 2-D seismic-defined structures with potential recoverable resources of up to 5 million barrels of oil per structure.Business

InWe ~~Phase~~are 4, an ~~oil~~independent exploration ~~discovery~~stage ~~was~~company ~~made~~engaged in the ~~Morichito~~exploration, #5development ~~well~~and inproduction ~~the~~of C7oil ~~formation. This~~and ~~well~~natural ~~obtained~~gas ~~approximately~~properties ~~1,500~~primarily ~~barrels~~in Central ofand ~~oil~~South ~~during~~America. aThrough ~~short-term~~our ~~test~~subsidiary ~~from July 27 to August 1~~Syncline, ~~2011. We~~we ~~intend~~are toactively ~~repair~~exploring ~~road~~our ~~access~~oil and ~~local~~gas ~~facilities~~properties soconsisting ~~that~~of a ~~long~~15% ~~term~~participating ~~testing~~interest ofin the Morichito #5Block ~~can~~of bethe ~~accomplished. Proved~~Los ~~and~~Llanos ~~probable~~Basin ~~reserves~~of ~~have~~Colombia ~~already~~(“Morichito ~~been~~Block”) ~~assigned~~consisting of to57,252 ~~the~~gross ~~Morichito~~acres 5and ~~discovery.~~a ~~Production~~25% isparticipating ~~subject~~interest toin the ~~ANH~~La ~~sliding~~Maye ~~scale~~Block ~~royalty~~located ~~rate~~in ~~for~~the ~~light~~Lower ~~crude~~Magdalena ~~oil~~Basin ~~plus overriding royalty at 1%~~ of ~~the~~Colombia ~~total~~(“La Maye ~~production~~Block”) ~~and~~consisting 4% of ~~the~~68,473 ~~net~~gross ~~production royalty~~acres.

~~In Phase 5, the~~ Morichito 5B exploratory well was drilled to explore the deeper Gachetá and Ubaque Formations below the C7 Formation. These potential formations are shown in the seismic data to be underlying the C7 Formation as identified in the Morichito 5 well in Phase 4. However, the Morichito 5B well was never effectively tested due to a poor cement job between the casing and the formation. In order to complete Phase 5, we are retargeting this well in a structurally updip location with drilling a sidetrack from the Morichito 5B well to determine if it will be productive. Once this determination is made, the Phase 5 of the work program can then be completed. Because the side-track drilling of the Morichito 5B is targeting the Gachetá and Ubaque Formations, this is considered as prospective resources.Block

~~During~~We ~~the~~currently ~~second~~hold ~~quarter~~a of15% participating ~~2012,~~oil weand ~~completed~~gas aninterest ~~advanced~~in 94the ~~square~~exploration ~~kilometers~~and 3Dproduction ~~seismic~~contract ~~survey~~with ~~over~~ the ~~northern~~Colombian ~~portion~~National ofHydrocarbons Agency (the “ANH”) governing the Morichito Block, located ~~within~~in ~~producing~~the ~~trends~~Llanos ofBasin, ~~the~~Colombia, ~~prolific~~in ~~Llanos~~an ~~Basin~~area comprising approximately 57,252 toacres ~~define~~in the municipalities of Orocue and ~~identify~~Mani ~~high-impact~~in ~~exploration~~the ~~drilling~~Casanare ~~targets.~~department ~~The~~of 3DColombia ~~seismic~~(the ~~survey~~“Morichito ~~was~~Block ~~completed~~Contract”) pursuant ~~ahead~~to ofthe ~~schedule~~Purchase ~~and~~Agreement onwe ~~budget~~entered ~~and~~into ~~preliminary~~with ~~analysis~~Black ~~has~~Energy ~~indicated~~on ~~the~~August ~~quality~~28, of2013 and the ~~data~~Letter isAgreement ~~better~~dated ~~than~~August 28, ~~expected. We~~2013 ~~announced~~that was entered into with DCX, the ~~completion~~ANH approved operator of ~~its~~the ~~merging~~Morichito ofBlock. ~~its~~The ~~new~~exploration 3Dprogram ~~seismic~~for ~~surveys~~the ~~with~~Morichito Block ~~previous~~is 3Ddivided ~~seismic~~into ~~surveys~~six exploration phases and the ~~fulfillment~~exploitation ofperiod ~~its~~is ~~obligations~~ for ~~the~~24 ~~relinquishment~~years. ofFive ~~50%~~phases of the ~~Morichito~~work ~~Block~~program ~~area~~have been infulfilled. ~~conjunction~~Phase ~~with~~6 ais ~~two-year~~the ~~E&P~~remaining ~~Contract~~phase ~~extension~~and ~~from~~has ~~the~~been ~~Colombian~~approved by the ANH~~. We~~ ~~have~~to ~~identified~~exchange ~~what~~the wedrilling ~~believe~~of ~~are~~an ~~favorable~~exploratory ~~drilling~~well for ~~opportunities~~shooting in94 ~~Llanos~~square ~~Basin~~kilometers of ~~Columbia~~3-D ~~using~~seismic data ~~from~~in ~~our~~the ~~recently~~northern ~~completed~~area 3Dof the block. The seismic survey was to target two previously 2-D seismic-defined structures with potential recoverable resources of up to 5 million barrels of oil per structure.

In ~~March~~Phase ~~2012~~4, ~~DCX~~an ~~submitted~~oil todiscovery was made in the ~~ANH~~Morichito well in the ~~request~~C7 ~~for~~Formation. ~~commerciality~~This ~~for~~well ~~part~~obtained approximately 1,500 barrels of ~~the~~oil ~~Morichito~~during ~~Block~~a short-term test from July 27 to August 1, 2011. We ~~have~~then ~~completed~~planned anto ~~exploration~~repair road access and ~~production~~local ~~work~~facilities ~~plan~~so ~~aimed~~that atlong ~~extracting~~term testing of the Morichito ~~maximum~~can ~~value~~be ~~from~~accomplished. Proved and probable reserves have already been assigned to the Morichito #5 discovery. ~~well~~Production is ~~and~~subject ~~underlying~~to ~~targets~~the ~~with~~ANH asliding ~~program~~scale toroyalty ~~realize~~rate ~~near-term~~for ~~operating~~light ~~cash~~crude ~~flow~~oil ~~from~~plus ~~production~~overriding inroyalty at 1% of the ~~first~~total ~~half~~production and 4% of ~~2013~~the net production royalty.

LaIn ~~Maye~~Phase 5, the Morichito 5B exploratory well was drilled to explore the deeper Gachetá and Ubaque Formations below the C7 Formation. These potential formations are shown in the seismic data to be underlying the C7 Formation as identified in the Morichito 5 well in Phase 4. However, the Morichito 5B well was never effectively tested due to a poor cement job between the casing and the formation. The Operator is currently in Phase 6 of the Morichito Block Contract, which includes the drilling of an exploration well.

WeIn ~~also~~2013, ~~hold~~DCX adid ~~25%~~not ~~participating~~conduct any ~~oil~~production ~~and~~activities ~~gas interest~~ in anthe ~~E&P~~Morichito ~~Contract No~~Block. 5Black ofEnergy ~~2008~~is ~~governing~~currently ~~the~~working ~~La Maye Block located~~ in the ~~Lower~~Llanos ~~Magdalena~~Basin ~~basin,~~to ~~Colombia,~~test inthe anMorichito 5 ~~area~~discovery ~~comprising~~well. ~~approximately~~During ~~68,473 acres in~~ the ~~municipalities~~final quarter of ~~San~~2013, ~~Sebastian~~the deroadwork ~~Buenavista~~began and ~~San~~was ~~Zenon~~completed inby the ~~Magdalena~~end ~~and Mompas departments~~ of ~~Colombia~~January 2014. We ~~believe~~Testing ~~our~~of the ~~working~~well ~~interest~~began inshortly ~~the~~thereafter Laas ~~Maye~~well ~~Block~~as ~~balances~~ the ~~Company’s~~upgrade ~~portfolio~~ of ~~low-risk~~facilities ~~oil~~ and ~~gas~~storage ~~development assets with high-impact exploration plays~~tanks.

5La Maye Block

~~Business~~The ~~Strategy~~Company holds a 25% participating oil and gas interest in an exploration and production Contract No. 5 of 2008 with the ANH governing the La Maye Block (the “La Maye Block Contract”) located in the Lower Magdalena basin, Colombia, in an area comprising approximately 68,473 acres in the municipalities of San Sebastian de Buenavista and San Zenon in the Magdalena and Mompas departments of Colombia. We believe our working interest in the La Maye Block balances the Company’s portfolio of low-risk oil and gas development assets with high-impact exploration plays. The ANH approved operator of this project is New Horizon Exploration, Inc., a Texas corporation (“operator” or “New Horizon”).

Our strategy is to increase shareholder value through strategic acquisitions, exploration and appraisal drilling, development and production of oil and gas properties. In Colombia, we have focused on the Llanos and Lower Magdalena Basins. We continue to identify favorable drilling opportunities in Central and South America utilizing the contacts and experience of our executive officers, Grant Draper and Anthony Ives. We also intend to use advanced seismic techniques to define prospects and to form partnerships and joint ventures to spread the operational costs and risks and acquire highly probable and profitable drilling and working interest assets located in proven hydrocarbon systems that we believe have a short window of payback, a high internal rate of return and recoverable reserves.5

~~Competition~~The Noelia-1 well was drilled on the La Maye Block in October 2009 with operations being subsequently suspended due to flooding conditions. In January of this year, the operator of the block informed the ANH that the Noelia-1 well did not encounter commercial quantities of hydrocarbons. As of April 2014, the La Maye Block Contract expired. The operator of the La Maye Block has requested that the La Maye Block Contract be extended and, upon the approval of the ANH, the La Maye joint venture partners will conduct a 2014 seismic acquisition program of at least 50 square kilometers in the northern portion of the La Maye Block. The Company has no assurance that the ANH will approve their proposal to extend and amend the La Maye Block Contract.

AsOn anNovember ~~oil and gas exploration~~14, ~~development and production company~~2014, ~~we compete with other oil and gas exploration, development and production companies for financing and for~~ the ~~acquisition~~Company ofannounced ~~new~~that ~~oil~~it ~~and~~would ~~gas~~evaluate ~~properties. Many of~~ the ~~oil~~strategic ~~and~~alternatives ~~gas exploration, development~~ and ~~production~~eventual ~~companies~~sale ~~with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions~~ of ~~oil~~its ~~and~~participating ~~gas~~working ~~properties~~interests in ofthe ~~merit,~~La onMaye ~~exploration~~Block ~~of their oil~~ and ~~gas~~Morachito ~~properties~~Block ~~and on development of their~~ oil and gas ~~properties~~contracts. InThe ~~addition,~~Company ~~they~~does ~~may~~not beexpect ~~able~~ to ~~afford~~generate ~~more~~sales ~~geological~~proceeds ~~expertise~~ in ~~the targeting and exploration~~ excess of ~~oil~~its ~~and~~existing ~~gas properties~~liabilities. This competition could result in competitors having oil and gas properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our oil and gas properties.

WeBusiness also compete with other junior oil and gas exploration companies for financing from a limited number of investors that are prepared to make investments in junior oil and gas exploration companies. The presence of competing junior oil and gas exploration companies may have an adverse impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the oil and gas properties under investigation and the price of the investment offered to investors.Strategy

~~Compliance~~Our ~~with~~strategy ~~Government~~is ~~Regulation~~to increase shareholder value through strategic acquisitions, exploration and appraisal drilling, development and production of oil and gas properties. In Colombia, we have focused on the Llanos and Lower Magdalena Basins. We also intend to use advanced seismic techniques to define prospects and to form partnerships and joint ventures to spread the operational costs and risks and to acquire highly probable and profitable drilling and working interest assets located in proven hydrocarbon systems that we believe have a short window of payback.

WeThe ~~are~~Company ~~committed~~is toevaluating its ~~complying~~strategic ~~with~~alternatives and ~~are,~~possible tosale ~~our~~of ~~knowledge,~~it inparticipating ~~compliance~~working ~~with,~~interests ~~all~~in ~~governmental~~its oil and ~~environmental~~gas ~~regulations~~properties. ~~applicable~~On toNovember 14, ~~our~~2014, ~~company~~the ~~and~~Company ~~our~~announced ~~properties~~that init ~~Colombia. The~~would ~~requirements~~evaluate ~~imposed~~the bystrategic ~~such~~alternatives ~~laws~~ and ~~regulations~~eventual ~~are~~sale ~~frequently~~of ~~changed~~its ~~and~~participating ~~subject~~working interests toin ~~interpretation,~~the La Maye Block and weMorachito ~~are~~Block ~~unable~~oil toand ~~predict~~gas ~~the~~contracts. ~~ultimate~~The ~~cost~~Company ofdoes ~~compliance~~not ~~with~~expect ~~these~~to ~~requirements~~generate orsales ~~their~~proceeds in ~~effect~~excess onof ~~our~~its ~~operations~~existing liabilities.

Our operations in Colombia are subject to various laws, taxes and regulations governing the oil and gas industry. Taxes generally include income taxes, value added taxes, export taxes, and other production taxes such as provincial production taxes and turnover taxes. Our operations in Colombia are also subject to labor laws and provincial environmental regulations.Competition

~~Our~~As ~~right~~an tooil ~~conduct~~and ~~E&P~~gas ~~activities~~exploration, development inand ~~Colombia~~production iscompany, ~~derived~~we ~~from~~compete ~~participation~~with inother oil and gas exploration, development and production ~~contracts~~companies ~~entered~~for ~~into~~financing and ~~directly~~for ~~with~~ the ~~Colombian~~acquisition ~~National~~of ~~Hydrocarbons~~new ~~Agency~~oil (and gas properties. Many of the ~~“ANH”)~~oil and gas exploration, development and production companies with nowhom ~~mandatory~~we ~~participation~~compete byhave ~~Ecopetrol~~greater financial and technical resources than those available to us. Accordingly, ~~the~~these ~~state~~competitors may be able to spend greater amounts on acquisitions of oil ~~company~~and gas properties of merit, on exploration of their oil and gas properties and on development of their oil and gas properties. ~~The~~ ~~ANH~~In ~~was~~addition, ~~formed~~they may be able to afford more geological expertise in ~~2003~~the targeting and exploration of oil and gas properties. This competition could result in ~~response~~competitors having oil and gas properties of greater quality and interest to ~~declining~~prospective ~~reserves~~investors ~~which~~who ~~was~~may ~~leading~~finance ~~Colombia~~additional ~~toward~~exploration. ~~becoming~~This acompetition ~~net~~could adversely impact our ability to finance further explorations and to achieve the financing necessary for us to develop our oil ~~importer~~and gas properties.

~~Exploration~~We ~~and~~also ~~production~~compete ~~contracts~~with inother junior ~~Colombia~~oil ~~typically~~and ~~run~~gas ~~for~~exploration ancompanies ~~initial~~for ~~exploration~~financing ~~period~~from ofa uplimited tonumber ~~six~~of ~~years. The~~investors ~~first~~that ~~phase~~are ofprepared ~~work~~to ~~usually~~make ~~requires~~investments in ~~acquisition~~junior ofoil ~~new~~and ~~seismic~~gas ~~data~~exploration companies. ~~After~~ ~~the~~The ~~first~~presence ~~phase,~~of ~~contracts~~competing ~~can~~junior beoil ~~retained~~and ~~for~~gas upexploration tocompanies ~~five~~may ~~additional~~have ~~years,~~an ~~usually~~adverse impact byon ~~drilling~~our ~~one~~ability ~~well~~to ~~per~~raise ~~year. An~~additional ~~exploration~~capital ~~and~~to ~~production~~fund ~~contract~~our ~~can~~exploration beprograms ~~relinquished~~if ~~after~~investors ~~any~~believe ~~completed~~that ~~phase~~our atcompetitors ~~the~~are a ~~option~~more ofattractive ~~the~~based ~~investor~~investment.

~~Once~~Compliance awith ~~field~~Government is declared commercial, the exploitation period is 24 years, which may be extended another ten years under certain circumstances. The investor retains the rights to all reserves and production from newly discovered fields, subject to a sliding scale of royalty, which is initially eight percent for production up to 5,000 barrels of oil per day (“bopd”) per field up to a maximum of 25 percent for production exceeding 600,000 bopd per field. In addition, a windfall profit tax applies once a field has cumulatively produced more than five million barrels of oil. The windfall profit tax is 30 percent of the price per barrel received in excess of certain threshold prices which are periodically set by the ANH and are established by the quality of the oil produced.Regulation

6We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties in Colombia. The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

~~Subsidiaries~~Our operations in Colombia are subject to various laws, taxes and regulations governing the oil and gas industry. Taxes generally include income taxes, value added taxes, export taxes, and other production taxes such as provincial production taxes and turnover taxes. Our operations in Colombia are also subject to labor laws and provincial environmental regulations.

We wholly own and operate Deep Core Inc., a Cayman Islands exempt company. Deep Core owns and operates DCX S.A.S., a Colombia simplified shares corporation, and Deep Core (Barbados) Inc., a Barbados corporation.6

~~Employees~~Our right to conduct exploration and production activities in Colombia is derived from participation in exploration and production contracts entered into directly with ANH with no mandatory participation by Ecopetrol, the Colombia state oil company. The ANH was formed in 2003 in response to declining reserves, which was leading Colombia toward becoming a net oil importer. The ANH is focused on building the country’s hydrocarbon reserves.

AsExploration ~~of December~~and 31production contracts ,in ~~2012,~~Colombia wetypically ~~had~~run ~~two~~for ~~full~~an ~~time~~initial ~~employees.~~exploration Weperiod ~~plan~~of up to ~~enter~~six ~~into~~years. ~~executive~~The ~~employment~~first ~~agreements~~phase ~~with~~of ~~Grant~~work ~~Draper,~~usually ~~our~~requires acquisition ~~president~~of ~~and~~new ~~chief~~seismic ~~executive~~data. ~~officer~~After the first phase, ~~and~~contracts ~~Anthony~~can ~~Ives~~be retained for up to five additional years, ~~our~~usually ~~chief~~by drilling ~~operations~~one ~~officer~~well per year. An exploration and ~~chief~~production ~~financial~~contract ~~officer. DCX~~can ~~has~~be ~~approximately~~relinquished ~~five~~after ~~full~~any ~~time~~completed ~~employees. Deep~~phase ~~Core~~at ~~Barbados~~the ~~does~~option of ~~not~~the ~~have employees~~investor.

WeOnce ~~outsource~~a tofield ~~independent~~is ~~consultant~~declared commercial, ~~engineers~~the exploitation period is 24 years, ~~geologists~~which may be extended another ten years under certain circumstances. The investor retains the rights to all reserves and ~~geophysicists~~ production from newly discovered fields, subject to ~~conduct specific~~a ~~corporate~~sliding ~~business~~scale ~~and~~of ~~exploration~~royalty, ~~programs on~~which ~~our~~is initially ~~properties~~eight inpercent ~~order~~for production up to ~~carry~~5,000 ~~out~~barrels ~~our~~of ~~plan~~oil per day (“bopd”) per field up to a maximum of ~~operations~~25 percent for production exceeding 600,000 bopd per field. ~~Consultants~~ ~~are~~In ~~retained~~addition, ona windfall profit tax applies once a field has cumulatively produced more than five million barrels of oil. The windfall profit tax is 30 percent of the ~~basis~~price per barrel received in excess of ~~ability~~certain threshold prices which are periodically set by the ANH and ~~experience~~are established by the quality of the oil produced.

~~Intellectual Property~~Subsidiaries

WeImmediately doprior ~~not~~to ~~presently~~August 28, ~~own~~2013, ~~any~~we ~~copyrights,~~wholly ~~patents~~owned orand ~~trademarks,~~operated Deep Core and weSyncline. ~~may~~Following ~~rely~~the onDeep ~~certain~~Core ~~proprietary~~Shares ~~technologies~~Sale transaction, ~~trade~~which ~~secrets~~closed on August 28, ~~and~~2013, ~~know-how~~Syncline ~~that~~became ~~are~~our ~~not~~sole ~~patentable~~wholly owned subsidiary. Syncline wholly owns Deep Core Barbados which, in turn, owns Deep Core Colombia.

We own the internet domain name www.heavyearthresources.com. Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names.Employees

~~Facilities~~As of December 31, 2013, we had two full time employees. As of June 22, 2015 we had no full time employees.

We● ~~currently~~Effective ~~rent~~September ~~shared~~15, ~~office~~2014, ~~space~~Anthony ofIves ~~approximately~~resigned ~~120~~as ~~square~~the ~~feet~~Chief onFinancial aOfficer, ~~month-to-month~~Secretary, ~~basis~~Treasurer and ~~have~~a ~~not~~member ~~entered~~of ~~into~~the ~~any~~Board ~~other~~of ~~lease~~Directors orof ~~long-term~~the ~~rental~~Company. ~~agreements~~● ~~for~~On ~~property~~November 3, 2014, Grant Draper resigned as the President, Chief Executive Officer and a member of the Board of Directors of Heavy Earth Resources, Inc. ~~Our~~(the ~~office~~“Company”), ~~space~~effective isimmediately ~~located~~upon atthe ~~625~~appointment ~~Second~~of ~~Street~~Brian Ladin as the Company’s new sole director and sole executive officer. ● On November 3, ~~#280~~2014, ~~San~~Brian ~~Francisco~~Hepp resigned as the Chief Operating Officer and a member of the Board of Directors of the Company, ~~California~~effective ~~94107~~immediately upon the appointment of Brian Ladin as the Company’s new sole director and sole executive officer. ~~DCX~~ ~~leases office~~● ~~space~~On inNovember ~~Bogotá~~3, ~~Colombia~~2014, ~~for~~the ~~approximately~~Company’s $7Board of Directors appointed Mr. Brian Ladin,~~250~~ ~~per~~age ~~month~~42, onas athe ~~month-~~Company’s President, Chief Executive Officer, Chief Operating Officer, Secretary, Treasurer and sole member of the Company’s Board of Directors, to~~-month~~ ~~basis~~hold office until the Company’s next annual meeting of its shareholders or until his successor(s) are duly elected and qualified.

~~Our~~We ~~facilities~~outsource ~~are~~to ~~adequate~~independent consultant engineers, geologists and ~~suitable~~geophysicists ~~for~~to ~~our~~conduct ~~current~~specific ~~needs~~corporate business and ~~for~~exploration programs on our ~~current~~properties in ~~expansion~~order ~~plans~~to carry out our plan of operations. Consultants are retained on the basis of ability and experience.

~~Internet~~Intellectual ~~Website~~Property

~~Our~~We ~~Internet~~do ~~website,~~not ~~which~~presently isown any ~~located at www.heavyearthresources.com~~copyrights, ~~describes~~patents ~~our~~or ~~oil and gas projects~~trademarks, ~~our management~~ and ~~provides~~we ~~additional~~may ~~information~~rely ~~regarding~~on ~~our~~certain ~~industry. Our~~proprietary ~~website~~technologies, ~~also~~trade ~~includes an investor relation section which provides company news~~secrets, ~~presentations,~~ and ~~our~~know-how ~~corporate~~that ~~filings~~are not ~~with the SEC~~patentable.

~~Research and Development~~7

We doown ~~not~~the ~~currently~~Internet ~~have~~domain name www.heavyearthresources.com. Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a ~~formal~~similar ~~research~~name, ~~and~~or ~~development~~the ~~effort~~identical name with a different suffix, such as “.org”, Weor ~~did~~with a ~~not~~country ~~spend~~designation. ~~any~~The ~~funds~~regulation onof ~~research~~domain names in the United States and ~~development~~in ~~during~~foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the ~~last~~value ~~two~~of ~~fiscal~~our ~~years~~domain names.

~~Item 1A. Risk Factors.~~Facilities

~~The~~We ~~purchase~~currently ofrent ~~our~~shared office ~~common~~space ~~stock~~of isapproximately a150 ~~transaction~~square ~~involving~~feet aat ~~high~~our ~~degree~~office ofwhich ~~risk. Investors~~is ~~should~~located ~~assume~~at ~~that~~1890 ifBryant ~~any~~Street, ofSuite ~~the following risks actually materialize~~316, ~~our~~San ~~business~~Francisco, California ~~financial~~94110. ~~condition~~The ormonthly ~~results~~lease ofpayment ~~future~~is ~~operations could be materially and adversely affected~~$230. InOur ~~that~~facilities ~~case,~~are ~~the~~adequate ~~trading~~and ~~price~~suitable offor our ~~common~~current ~~stock could decline, and you may lose all or part of your investment~~needs.

7Internet Website

~~Risks~~Our ~~Associated~~Internet ~~With~~website, which is located at www.heavyearthresources.com, describes our oil and gas projects, our management and provides additional information regarding our industry. Our ~~Business~~website also includes an investor relation section which provides company news, presentations, and our corporate filings with the Securities and Exchange Commission (“SEC”). Information contained or referenced on our website is not incorporated by reference into and does not form a part of this Annual Report on Form 10-K.

WeResearch ~~need~~and ~~to raise additional capital to fund our operations. Our failure to raise additional capital will significantly affect our ability to fund our proposed activities.~~Development

~~To continue operations, we need to raise additional funds.~~ We do not ~~know~~currently ifhave a weformal ~~will~~research beand ~~able~~development ~~to acquire additional financing~~effort. We ~~anticipate~~did ~~that~~not ~~we will need to~~ spend ~~significant~~any funds on ~~exploration~~research and development ofduring ~~our~~the ~~oil~~last ~~and~~two ~~gas~~fiscal ~~properties in Colombia~~years. Our failure to obtain additional funds would significantly limit or eliminate our ability to fund our operations and our exploration and development of those properties. If we are not able to raise additional capital or generate revenues that cover our estimated operating costs, our business may ultimately fail.

~~We have a limited operating history or revenue and minimal assets.~~8

~~We began~~Item ~~operating in the oil and gas business in May 2012~~1A. ~~Our~~ ~~limited~~Risk ~~operating history makes it difficult for potential investors to evaluate our business or operations~~Factors. For the year December 31, 2012, we have not generated any revenues and have not earned a profit from operations. As an early stage company, we are subject to all the risks inherent in the financing, expenditures, operations, complications and delays inherent in a new business. Accordingly, our business and success faces risks from uncertainties faced by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

WeAs ~~have incurred~~ a ~~net~~smaller ~~loss~~reporting ~~since~~company, ~~inception~~we ~~and~~are ~~expect~~not required to ~~incur~~provide ~~net~~the ~~losses~~information ~~for~~required ~~the~~by ~~foreseeable~~this ~~future~~item.

AsItem ~~of December 31, 2012, our net loss since inception was $14,894,348~~1B. WeUnresolved ~~expect~~Staff ~~to incur operating and capital expenditures for the next year and, as a result, we expect significant net losses in the future~~Comments. ~~We may not be able to generate sufficient revenues to achieve profitable operations.~~

~~Because we are an exploration stage company, we have no revenues to sustain our operations~~None.

WeItem ~~are an exploration stage company that is currently developing our business~~2. ~~To date, we have not generated any revenues, and we cannot guaranty that any will be generated~~Properties. We are not able to predict whether we will be able to develop and exploit our oil and gas interests and generate revenues. If we are not able to complete the successful development of our business, generate significant revenues and attain sustainable profitable operations, then our business will fail.

We currently rent shared office space of approximately 150 square feet for a monthly cost of $230. This office is located at 1890 Bryant Street, Suite 316, San Francisco, California 94110. Our lease for this office will ~~need~~expire ~~additional~~in ~~financing~~October to2014. ~~execute~~The ~~our~~lease ~~business~~may ~~plan~~terminate earlier with a two-month notice.

Morichito Block. We docurrently ~~not~~hold ~~have~~a ~~any~~15% ~~revenues~~participating ~~from~~oil ~~our~~and ~~current~~gas ~~operations~~interest in the Morichito Block Contract with the ANH governing the Morichito Block located in the Llanos Basin, Colombia, in an area comprising approximately 57,252 acres in the municipalities of Orocue and Mani in the Casanare department of Colombia. WeDCX, ~~will~~our ~~need~~majority ~~substantial~~owned ~~additional~~subsidiary ~~funds~~up until the Deep Core Shares Sale to: Black Energy on August 28, 2013, is the ANH approved operator of the Morichito Block.

·La ~~fund~~Maye ~~our~~Block. Through ~~current~~Deep ~~operations~~Core Colombia, we hold a 25% participating oil and gas interest in the ~~development~~La ofMaya Block Contract with the ~~Morichito~~ANH governing the La Maye Block; ·located ~~fund~~in the ~~acquisition~~Lower Magdalena basin, ~~exploration~~Colombia, ~~development~~in ~~and~~an ~~production~~area comprising approximately 68,473 acres in the municipalities of ~~oil~~San Sebastian de Buenavista and ~~natural~~San ~~gas~~Zenon in the ~~future;~~Magdalena ·and ~~fund~~Mompas ~~future~~departments ~~drilling~~of ~~programs;~~Colombia. New Horizon is the ANH approved operator of the La Maye Block and ·we ~~hire~~have a joint venture with New Horizon under the Joint Operating Agreement for the La Maye Block by and ~~retain~~between ~~key~~New ~~employees~~Horizon and Deep Core Barbados dated July 7, 2008.

WeItem ~~may seek additional funds through public or private equity or debt financing, via strategic transactions, and/or from other sources~~3. WeLegal ~~cannot guarantee that future funding will be available on favorable terms or at all~~Proceedings. If additional funding is not obtained, we may need to reduce, defer or cancel drilling programs, planned initiatives, or overhead expenditures to the extent necessary. The failure to fund our operating and capital requirements could have a material adverse effect on our business, financial condition and results of operations.

~~Our~~From ~~independent~~time ~~auditors~~to ~~have~~time, ~~expressed~~we may ~~substantial~~become ~~doubt~~party ~~about~~to ~~our~~various ~~ability~~legal proceedings. Due to ~~continue~~Black Energy’s purchase of the Company’s 100% equity ownership of our previous subsidiary, Deep Core (as adescribed ~~going~~above), ~~concern~~which in turn owns 99.675% of the issued and outstanding share capital of DCX, the operator of the Morichito Block, the Company believes that it has no legal proceedings to which it is a party, nor to the best of management’s knowledge, are any material legal proceedings contemplated, except as follows:

InBlack ~~their~~Energy ~~report~~did ~~dated~~not ~~May~~comply with ~~15,~~its ~~2013~~obligations under the SPA by November 2014, ~~our~~in ~~current~~particular, ~~independent~~Clause ~~registered~~5 ~~public~~and ~~accounting~~Schedule ~~firm~~B. ~~stated~~It ~~that~~was ~~our~~understood ~~financial~~by ~~statements~~the ~~for~~parties to the ~~years~~SPA ~~ended~~that ~~December~~Black 31Energy was required, ~~2012~~as ~~and~~part ~~2011,~~of ~~were~~its ~~prepared~~obligations ~~assuming~~under ~~that~~the weSPA, ~~would~~to ~~continue~~undertake asthose activities within a ~~going~~relatively short ~~concern,~~space of time (i.e. within about 12 months.) Black Energy did not cause DCX to conduct all exploration activities included in the Exploration Program and ~~that~~the ~~they~~Additional ~~have~~Exploration ~~substantial~~Program ~~doubt~~for ~~about~~phase ~~our~~1 ~~ability~~and such exploration activities necessary to ~~continue~~commence production asof athe ~~going~~existing ~~concern.~~discovery ~~Our~~under ~~auditors’~~the ~~doubts~~E&P ~~are~~Contract. ~~based~~Black onEnergy ~~our~~also ~~lack~~did not pay 100% of ~~producing~~all ~~assets~~costs and ~~our~~expenses for ~~ability~~such exploration activities from and after August 19, 2013 and did not fund such activities up to ~~obtain~~or ~~sufficient~~including ~~working~~an ~~capital~~amount equal to ~~fund~~$10,000,000 ~~future~~USD, ~~operations~~pursuant to Clause 5. IfBlack weEnergy ~~are~~also ~~unable~~did tonot ~~raise~~pay ~~additional~~the ~~capital~~share of profits due under the SPA for the end of 2014. Additionally, ~~our~~it ~~efforts~~has not secured any of the environmental licenses required to ~~continue~~complete asthe awork ~~going~~from ~~concern~~the ~~may~~Colombian ~~not~~authorities, putting ~~prove~~the ~~successful~~entire Morichito block at risk of being repossessed by the Colombian government.

8Black Energy is in repudiatory breach of the Clause 5 and the time of the essence clause of the SPA. According to Clause 5 of the SPA and in the events, which have happened, the beneficial interest in the Shares has now reverted to the Company, in accordance with the final paragraph of Clause 5 referencing the consequences of a failure to comply, who is entitled to an order requiring the transfer to be effected and registered by Black Energy and the directors of Deep Core.

~~Oil~~Item ~~and~~4. ~~natural~~Mine ~~gas~~Safety ~~exploration and development activities are subject to many risks which may affect our ability to obtain any level of commercial success~~Disclosures.

~~Oil~~Not and gas exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costsapplicable. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may negatively affect the production from successful wells. These conditions include delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions. While diligent well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to negatively affect revenue and cash flow levels to varying degrees.

Our oil and gas operations are subject to operating hazards that may increase our operating costs to prevent such hazards, or may materially affect our operating results if any of such hazards were to occur.9

~~Oil~~PART and natural gas exploration, development and production operations are subject to all the risks and hazards typically associated with such operations, including hazards such as fire, explosion, blowouts, cratering, unplanned gas releases and spills, each of which could result in substantial damage to our wells, production facilities, other property and the environment or in personal injury. Oil and gas production operations are also subject to all the risks typically associated with such operations, including encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into hydrocarbon producing formations. Losses resulting from the occurrence of any of these risks could negatively affect our results of operations, liquidity and financial condition.II

~~The~~Reports results of geophysical testing and geological analysis are subjective, and we cannot guarantee that the exploration and development activities we conduct based on positive analysis will produce oil or gas in commercial quantities or costs. As we perform developmental and exploratory activities, further data required for evaluation of our oil and gas interests will become available. The exploration and development activities that will be undertaken by us are subject to greater risks than those associated with the acquisition and ownership of producing properties. The drilling of development wells, although generally consisting of drilling to reservoirs believed to be productive, may result in dry holes or a failure to produce oil or gas in commercial quantities. Moreover, any drilling of exploratory wells is subject to significant risk of dry holes.Shareholders

IfWe we are ~~unable~~a toreporting ~~successfully~~company with ~~compete~~the SEC. The public may read and copy any materials filed with the ~~large~~SEC ~~number~~at ofthe ~~oil~~Security and ~~natural~~Exchange ~~gas~~Commission’s ~~producers~~Public Reference inRoom ~~our~~at ~~industry~~100 F Street, weN.E., Washington, D.C. 20549. The public may ~~not~~also beobtain ~~able~~information toon ~~achieve~~the ~~profitable~~operation ~~operations~~of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

~~Oil~~Market and natural gas exploration is intensely competitive in all its phases and involves a high degree of risk. We compete with numerous other participants in the search for and the acquisition of oil and natural gas properties and in the marketing of oil and natural gas. Our competitors include energy companies that have substantially greater financial resources, staff and facilities than us. Our ability to establish additional reserves in the future will depend not only on our ability to explore and develop our existing properties, but also on our ability to select and acquire suitable producing properties or prospects for exploratory drilling. Competitive factors in the distribution and marketing of oil and natural gas include price and methods and reliability of delivery. Competition may also be presented by alternate fuel sources.Information

AsOur ~~many~~common stock is quoted on the OTCQB under the symbol “HEVI”. This market is extremely limited and the prices quoted are not a reliable indication of the value of our ~~properties~~common ~~are~~stock. inFor the ~~exploration~~year ~~stage~~ended December 31, ~~there~~2013, ~~can~~shares beof noour ~~assurance~~common ~~that~~stock wehave ~~will~~only ~~establish~~been ~~commercial~~thinly ~~discoveries~~traded. For onthe ~~our~~period ~~properties~~indicated, the following table sets forth the high and low bid prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

Exploration for economic reserves of oil and gas is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing oil and/or gas wells. Our properties are in the exploration stage only and are without proven reserves of oil and gas. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. We may not establish commercial discoveries on any of our properties.

	High ($)		Low ($)
Fiscal Year 2013
First Quarter	$	0.70	$	0.49
Second Quarter	$	0.50	$	0.35
Third Quarter	$	0.43	$	0.28
Fourth Quarter	$	0.41	$	0.05

Fiscal Year 2012
First Quarter*	$	-	$	-
Second Quarter	$	0.85	$	0.50
Third Quarter	$	0.90	$	0.64
Fourth Quarter	$	0.80	$	0.50

9*There was no market for our common stock during this period.

~~Our commercial success depends on our ability to find, acquire, develop and commercially produce oil and natural gas reserves.~~Holders

~~Without~~The ~~the~~approximate ~~continual~~number of ~~addition~~stockholders of ~~new~~record ~~reserves,~~on ~~any~~June ~~existing~~22, ~~reserves~~2015 ~~and~~was ~~the production therefrom will decline over time as such existing reserves are depleted~~86. AThe ~~future~~number ~~increase~~of instockholders ~~our~~of ~~reserves~~record ~~will~~does ~~depend~~ not ~~only~~include onbeneficial owners of our ~~ability~~common ~~to explore and develop any properties we may have from time to time~~stock, ~~but~~whose ~~also~~shares onare ~~our~~held ~~ability~~in tothe ~~select~~names ~~and~~of ~~acquire~~various ~~suitable producing properties or prospects. We cannot guarantee that we will be able to continue to locate satisfactory properties for acquisition or participation. Moreover~~dealers, ifclearing ~~such acquisitions or participations are identified~~agencies, ~~we may determine that current markets~~banks, ~~terms~~brokers ~~of acquisition~~ and ~~participation~~other ~~or pricing conditions make such acquisitions or participations economically disadvantageous~~fiduciaries. ~~We cannot guarantee that commercial quantities of oil will be discovered or acquired by us.~~

~~Our~~Dividend ~~operations in Colombia are subject to risks relating to political and economic instability.~~Policy

We ~~currently~~ have ~~interests~~never indeclared or ~~oil~~paid ~~and~~a ~~gas~~cash ~~concessions~~dividend inon ~~Colombia~~our ~~and~~capital ~~anticipate~~stock. ~~that~~We ~~operations~~do innot ~~Colombia~~expect ~~will~~to ~~constitute~~pay acash ~~substantial~~dividends ~~element~~on of our ~~strategy~~common ~~going~~stock ~~forward. The political climate~~ in ~~Colombia~~the isforeseeable ~~unstable~~future. We ~~and~~currently ~~could~~intend ~~be subject~~ to ~~radical~~retain ~~change~~our ~~over~~earnings, aif ~~very~~any, ~~short~~for ~~period~~use ofin ~~time~~our business. InAny ~~the~~dividends ~~event~~declared ~~of a significant negative change~~ in the ~~political~~future orwill ~~economic climate in Colombia, we may~~ be ~~forced~~at tothe discretion ~~abandon~~of ~~or suspend~~ our ~~operations~~Board inof ~~Colombia~~Directors.

ASecurities ~~40-year~~Authorized ~~armed~~For ~~conflict~~Issuance ~~between~~Under ~~government~~Equity forces and anti-government insurgent groups and illegal paramilitary groups—both funded by the drug trade—continues in Colombia. Insurgents continue to attack civilians and violent guerilla activity continues in many parts of the country. While our operators take measures to protect our assets, operations and personnel from guerilla activity, continuing attempts to reduce or prevent guerilla activity may not be successful and guerilla activity may disrupt our operations in the future. There can also be no assurance that we can maintain the safety of our operations and personnel in Colombia or that this violence will not affect our operations in the future. Continued or heightened security concerns in Colombia could also result in a significant loss to us.Compensation Plans

~~Additionally,~~As ~~Colombia is among several nations whose eligibility to receive foreign aid from the United States is dependent on its progress in stemming the production and transit~~ of ~~illegal~~June ~~drugs~~22, ~~which is subject to an annual review by the President of the United States. Although Colombia is currently eligible for such aid~~2015, we ~~Colombia~~had ~~may~~no ~~not~~compensation ~~remain~~plans ~~eligible in the future. A finding by the President that Colombia has failed demonstrably to meet its obligations~~ under ~~international~~which ~~counter-narcotics~~our ~~agreements~~equity ~~may~~securities ~~result~~were inauthorized ~~any~~for ~~of the following:~~issuance.

● all bilateral aid, except anti-narcotics and humanitarian aid, would be suspended; ● the Export-Import Bank of the United States and the Overseas Private Investment Corporation would not approve financing for new projects in Colombia; ● United States representatives at multilateral lending institutions would be required to vote against all loan requests from Colombia, although such votes would not constitute vetoes; and ● the President of the United States and Congress would retain the right to apply future trade sanctions.10

~~Each~~Recent ofSales these consequences could result in adverse economic consequences in Colombia and could further heighten the political and economic risks associated with our operations there. Any changes in the holders of ~~significant~~Unregistered government offices could have adverse consequences on our relationship with the Colombian National Hydrocarbons Agency (“ANH”) and the Colombian government’s ability to control guerrilla activities and could exacerbate the factors relating to our foreign operations. Any sanctions imposed on Colombia by the United States government could threaten our ability to obtain necessary financing to develop the Colombian properties or cause Colombia to retaliate against us, including by nationalizing our Colombian assets. Accordingly, the imposition of the foregoing economic and trade sanctions on Colombia would likely result in a substantial loss and a decrease in the price of our common stock. The United States may impose sanctions on Colombia in the future, and we cannot predict the effect in Colombia that these sanctions might cause.Securities

~~Our~~There ~~operations~~have ~~will~~been beno ~~subject~~sales of tounregistered ~~environmental~~securities ~~and~~within ~~other~~the ~~government~~last ~~laws~~three ~~and~~(3) ~~regulations~~years ~~that~~which ~~are~~would ~~costly~~be ~~and~~required ~~could~~to ~~potentially~~be ~~subject~~disclosed uspursuant to ~~substantial~~Item ~~liabilities.~~701 of Regulation S-K, except for the following:

~~Crude~~● ~~oil~~On ~~and~~February ~~natural~~7, ~~gas~~2013, ~~exploration~~the ~~and~~Company ~~production~~issued ~~operations~~200,000 inshares ~~Colombia~~of ~~are~~its ~~subject~~common stock to ~~extensive~~two ~~laws~~(2) ~~and~~consultants ~~regulations~~for services at $0.51/share, ~~Oil~~or ~~and~~$102,000. ~~gas~~The ~~companies~~shares ~~are~~were ~~subject~~issued to ~~laws~~accredited investors in a transaction which the Company believes satisfies the requirements of that exemption from the registration and ~~regulations~~prospectus ~~addressing~~delivery requirements of the Securities Act of 1933, ~~among~~as ~~others~~amended (the “Act”), ~~land~~which ~~use~~exemption ~~and~~is ~~lease~~specified ~~permit~~by ~~restrictions~~the provisions of Section 4(a)(2) of that Act. ● On February 13, ~~bonding~~2013, ~~and~~we ~~other~~entered ~~financial~~into ~~assurance~~a ~~related~~securities purchase agreement with a foreign investor pursuant to ~~drilling~~which ~~and~~we ~~production~~issued ~~activities,~~to ~~spacing~~the investor (i) an aggregate principal value of ~~wells~~$1,000,000 ~~unitization~~of 15% convertible debentures and ~~pooling~~(ii) common stock purchase warrants granting the right to purchase an aggregate of ~~properties~~2,000,000 ~~environmental~~shares ~~and~~of ~~safety~~our ~~matters~~common stock at an exercise price of $0.60 per share in exchange for $1,000,000 ~~plugging~~in proceeds. The shares and ~~abandonment~~warrant were issued in a transaction which we believe satisfies the requirements of ~~wells~~that exemption from the registration and ~~associated~~prospectus ~~infrastructure~~delivery ~~after~~requirements ~~production~~of ~~has~~the ~~ceased~~Securities Act, ~~operational~~which ~~reporting~~exemption ~~and~~is ~~taxation~~specified by the provisions of Regulation S promulgated pursuant to that act by the SEC. ~~Failure~~The shares were issued to ~~comply~~accredited ~~with~~investors ~~such~~in ~~laws~~a transaction which the Company believes satisfies the requirements of that exemption from the registration and ~~regulations~~prospectus ~~can~~delivery ~~subject~~requirements usof tothe ~~governmental~~Securities ~~sanctions~~Act of 1933, ~~such~~as amended (the “Act”), which exemption is specified by the provisions of Section 4(a)(2) of that Act. ● On April 26, 2013, the Company’s board of directors approved the issuance of 178,922 registered shares of the Company’s common stock (“Interest Shares”) as ~~fines~~payment of interest and ~~penalties~~late fees on its outstanding convertibles notes and 150,000 asrestricted ~~well~~shares asof ~~potential~~the ~~liability~~Company’s common stock in exchange for ~~personal~~the ~~injuries~~note ~~and~~holder’s ~~property~~agreeing ~~and~~to ~~natural~~waive ~~resources~~the ~~damages.~~“Equity WeConditions” ~~may~~set beforth in the notes which the Company was required to ~~make~~either ~~significant~~meet ~~expenditures~~or have waived by such noteholders prior to ~~comply~~issuing ~~with~~the Interest Shares. The Company issued the Interest Shares and the Waiver Shares to the noteholders on May 1, 2013. The shares were issued to accredited investors in a transaction which the Company believes satisfies the requirements of ~~these~~that ~~laws~~exemption from the registration and ~~regulations~~prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), which exemption is specified by the provisions of Section 4(a)(2) of that Act. ● On May 1, 2013 the Company issued an aggregate of 178,922 restricted shares of its common stock and ~~future~~125,000 ~~laws~~restricted shares of its common stock on or ~~regulations~~around July 30, 2010, to two holders of its 6% Senior Convertible Debentures (dated August 29, 2012) (the “Debentures”) in exchange for their waiver of the “Equity Conditions” as defined in section 1 of the Debentures, which conditions, under the terms of the Debentures, the Company was required to either meet or ~~any~~have ~~adverse~~waived, ~~change~~in order to be able to pay interest due to such holders under the terms of the Debentures with shares of the Company’s common stock. The shares were issued to accredited investors in a transaction which the ~~interpretation~~Company believes satisfies the requirements of ~~existing~~that ~~laws~~exemption from the registration and ~~regulations~~prospectus delivery requirements of the Securities Act of 1933, ~~could~~as ~~increase~~amended (the “Act”), which exemption is specified by the provisions of Section 4(a)(2) of that Act. ● On July 22, 2013, the Company’s board of directors approved the issuance of: (a) 281,900 shares of the Company’s registered common stock as payment of interest on its outstanding convertible notes; (b) 125,000 shares of the Company’s restricted common stock in exchange for in exchange for the note holders’ agreeing to waive the “Equity Conditions” set forth in the notes which the Company was required to either meet or have waived by such ~~compliance~~note ~~costs~~holders prior to issuing the Interest Shares; and (c) 100,000 restricted shares of the Company’s common stock to its legal counsel in exchange for such legal counsel agreeing to defer payment for fees owed for legal services provided until the Company is able to close its next financing. ~~Regulatory~~The shares were issued to accredited investors in a transaction which the Company believes satisfies the requirements of that exemption from the registration and ~~restrictions~~prospectus ~~could~~delivery ~~also~~requirements ~~delay~~of orthe ~~curtail~~Securities ~~our~~Act ~~operations~~of 1933, as amended (the “Act”), which exemption is specified by the provisions of Section 4(a)(2) of that Act. ● On November 6, 2013, the Company’s board of directors approved the issuance of 107,785 shares of the Company’s restricted common stock as payment to a consultant for business and ~~could~~financial ~~have~~services. The shares were issued to accredited investors in a ~~significant~~transaction ~~impact~~which the Company believes satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), which exemption is specified by the provisions of Section 4(a)(2) of that Act. ● On November 6, 2013, the Company’s board of directors approved the issuance of: (a) 310,813 shares of the Company’s registered common stock as payment of interest on ~~our~~its ~~financial~~outstanding ~~condition~~convertible notes; and (b) 300,000 shares of the Company’s restricted common stock in exchange for in exchange for the note holders’ agreeing to waive the “Equity Conditions” set forth in the notes which the Company was required to either meet or ~~results~~have waived by such note holders prior to issuing the Interest Shares. The shares were issued to accredited investors in a transaction which the Company believes satisfies the requirements of ~~operations~~that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), which exemption is specified by the provisions of Section 4(a)(2) of that Act.

10Purchases of Equity Securities

~~Our oil and gas operations are subject to stringent laws and regulations relating to the release or disposal of materials into the environment or otherwise relating to environmental protection~~None. ~~These laws and regulations:~~

●No ~~require~~Equity ~~the~~Compensation acquisition of authorizations, approvals and permits before drilling commences; ● restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling and production activities; ● limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; and ● impose substantial liabilities for pollution resulting from operations.Plan

~~Failure~~We todo ~~comply~~not ~~with~~have ~~these~~any ~~laws~~securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan and ~~regulations~~do ~~may~~not ~~result~~plan ~~in:~~to implement such a plan.

~~● the imposition of administrative, civil and/or criminal penalties; ● incurring investigatory or remedial obligations; and ● the imposition of injunctive relief.~~11

~~Changes~~Penny inStock environmental laws and regulations occur frequently, and any changes that result in more stringent or costly waste handling, storage, transport, disposal or cleanup requirements could require us to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on our industry in general and on our own results of operations, competitive position or financial conditionRegulation. Although we intend to be in compliance in all material respects with all applicable environmental laws and regulations, we cannot assure you that we will be able to comply with existing or new regulations. In addition, the risk of accidental spills, leakages or other circumstances could expose us to extensive liability.

WeTrading ~~are~~of ~~unable~~our tosecurities will ~~predict~~be in the ~~effect~~over-the-counter ofmarkets ~~additional~~which ~~environmental~~are ~~laws~~commonly ~~and~~referred ~~regulations~~to ~~that~~as ~~may~~the be“pink ~~adopted~~sheets” inor on the ~~future,~~OTC ~~including~~Bulletin Board. ~~whether~~As ~~any~~a ~~such~~result, ~~laws~~an orinvestor ~~regulations~~may ~~would~~find ~~materially~~it ~~adversely~~more ~~increase~~difficult ~~our~~to ~~cost~~dispose of, ~~doing~~or ~~business~~to orobtain ~~affect~~accurate ~~operations~~quotations inas ~~any~~to ~~area~~the price of the securities offered.

~~Under~~Shares ~~certain~~of ~~environmental~~our ~~laws~~common stock ~~that~~will ~~impose~~probably ~~strict, joint and several liability, we may~~ be ~~required~~subject to ~~remediate~~rules ~~our~~adopted ~~contaminated properties regardless of whether such contamination resulted from~~ the ~~conduct~~SEC ~~of others or from consequences of our own actions~~ that ~~were~~regulate orbroker-dealer ~~were~~practices ~~not~~ in ~~compliance~~connection with ~~all~~transactions in ~~applicable~~“penny ~~laws at the time those actions were taken~~stocks”. InPenny ~~addition,~~stocks ~~claims~~are ~~for~~generally ~~damages~~equity tosecurities ~~persons~~with ora ~~property~~price ~~may~~of ~~result~~less ~~from~~than ~~environmental~~$5.00 ~~and~~ (other ~~impacts~~than ofsecurities registered ~~our~~on ~~operations.~~certain ~~Moreover,~~national ~~new~~securities exchanges or ~~modified~~quoted ~~environmental,~~on ~~health~~the orNASDAQ ~~safety laws~~system, ~~regulations~~provided orthat ~~enforcement~~current ~~policies~~price ~~could be more stringent~~ and ~~impose~~volume ~~unforeseen~~information with ~~liabilities~~respect ~~or significantly increase compliance costs. Therefore, the costs~~ to ~~comply~~transactions ~~with~~in ~~environmental,~~those ~~health~~securities oris ~~safety~~provided ~~laws~~by ~~or regulations or~~ the ~~liabilities~~exchange ~~incurred in connection with them could significantly and adversely affect our business, financial condition~~ or ~~results of operations~~system). InThe ~~addition,~~penny ~~many~~stock ~~countries~~rules ~~have~~require ~~agreed~~a broker-dealer, prior to ~~regulate~~a ~~emissions~~transaction ofin ~~“greenhouse gases.” Methane,~~ a ~~primary~~penny ~~component~~stock ofnot ~~natural~~otherwise ~~gas,~~exempt ~~and~~from ~~carbon~~those ~~dioxide~~rules, deliver a ~~byproduct~~standardized ofrisk ~~burning~~disclosure ofdocument prepared ~~natural~~by ~~gas~~the ~~and oil~~SEC, ~~are~~which ~~greenhouse~~contains ~~gases. Regulation of greenhouse gases could adversely impact some of our operations and demand for some of our services or products in~~ the ~~future.~~following:

~~Our~~● ~~executive~~a ~~officers~~description doof ~~not~~the ~~have~~nature ~~extensive~~and ~~experience~~level of risk in ~~oil~~the ~~and~~market ~~gas~~for ~~operations~~penny stocks in ~~Colombia which~~both ~~could~~public ~~impair~~offerings ~~our~~and ~~ability~~secondary totrading; ~~comply~~● ~~with~~a ~~Colombia~~description of the broker’s ~~legal~~or dealer’s duties to the customer and ~~regulatory~~of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws; ● a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” price; ● a toll-free telephone number for inquiries on disciplinary actions; ● definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and ● such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.

~~Although~~Prior key personnel of our subsidiaries have oil and gas operational experience in Colombia, our executive officers have had limited oil and gas operational experience in Colombia which may impair our ability to ~~comply~~effecting ~~with~~any transaction ~~legal and regulatory requirements~~ in ~~Colombia.~~penny ~~Our executive officers may not be able to implement and affect programs and policies in an effective and timely manner that adequately respond to increased legal~~stock, ~~regulatory~~the ~~compliance~~broker-dealer ~~and~~also ~~reporting~~must ~~requirements~~provide ~~imposed by Colombia’s laws and regulations. Our failure to comply with such laws and regulations could lead to~~ the ~~imposition~~customer ~~of fines and penalties and further result in~~ the ~~deterioration of our business.~~following:

~~Our executive~~● ~~officers~~the ~~are~~bid ~~not~~and ~~physically~~offer ~~located~~quotations for the penny stock; ● the compensation of the broker-dealer and its salesperson in ~~Colombia~~the transaction; ● the number of shares to which ~~could~~such ~~impair~~bid ~~our~~and ~~ability~~ask prices apply, or other comparable information relating to ~~effectively~~the ~~manage~~depth ~~our~~and ~~operations~~liquidity inof ~~Colombia~~the market for such stock; and, as● amonthly ~~result,~~account ~~harm~~statements ~~our~~showing ~~operating~~the ~~results~~market value of each penny stock held in the customer’s account.

~~Our~~In ~~executive~~addition, ~~officers~~the ~~reside~~penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the ~~United~~broker-dealer ~~States~~must make ~~and~~a ~~may~~special bewritten ~~unable~~determination tothat ~~effectively~~the ~~oversee~~penny stock is a suitable investment for the ~~day-to-day~~purchaser ~~management~~and receive the purchaser’s written acknowledgment of ~~our~~the ~~foreign~~receipt ~~subsidiaries~~of ~~and~~a ~~operations~~risk indisclosure ~~Colombia~~statement, ~~and~~a ~~timely~~written ~~respond~~agreement to ~~any~~transactions ~~emergencies~~involving orpenny ~~issues~~stocks, and ~~that~~a ~~may~~signed ~~arise~~and indated ~~Colombia~~copy of a written suitably statement. ~~The~~ ~~inability~~These ordisclosure ~~our~~requirements ~~failure~~may tohave ~~effectively~~the ~~and~~effect ~~efficiently~~of ~~manage~~reducing ~~our~~the trading ~~operations~~activity in ~~Colombia~~the ~~could~~secondary ~~have~~market for a ~~negative~~stock ~~impact~~that onbecomes subject to the penny stock rules. Holders of shares of our ~~business~~common stock ~~and~~may ~~adversely~~have ~~affect~~difficulty selling those shares because our ~~operating~~common ~~results~~stock will probably be subject to the penny stock rules.

11Item 6. Selected Financial Data.

~~Colombia’s~~Not ~~legal system may not provide for effective legal redress for foreign entities such as us~~applicable.

As a civil law jurisdiction Colombia has a legal system which is different from the common law jurisdictions of the United States. Standard legal practices in civil law jurisdictions may result in risks such as (i) a higher degree of discretion on the part of governmental authorities; (ii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations, particularly where those rules and regulations are the result of recent legislative changes or have been recently adopted; (iii) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; and (iv) relative inexperience of the judiciary and courts in such matters. In the case of foreign entities such as us doing business in a civil law jurisdiction such as Colombia, effective legal redress in the courts of these countries, whether in respect of a breach of law or regulation or in an ownership dispute, may be more difficult to obtain. As well, legislation and regulations may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licenses, license applications or other legal arrangements will not be adversely affected by changes in governments, the actions of government authorities or others, or the effectiveness and enforcement of such arrangements. It may not be possible to effect service of process upon us or our officers or directors or enforce court judgments against us.12

~~Although~~Item ~~we are subject to state and federal laws, we carry on all of our material operations in Colombia~~7. ~~Accordingly,~~ weManagement’s ~~are~~Discussion ~~subject to the legal systems~~ and ~~regulatory~~Analysis ~~requirements~~ of aFinancial ~~number~~Condition ~~of jurisdictions with a variety of requirements~~ and ~~implications~~Results for our shareholders. Exploration and development activities outside the United States may require protracted negotiations with host governments, regulatory bodies and other third parties. If a dispute arises with foreign operations, we may be subject to the exclusive jurisdiction of ~~foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of the United States~~Operations.

~~The~~This ~~condition~~following information specifies certain forward-looking statements of ~~infrastructure~~management ~~and~~of ~~equipment~~the incompany. ~~Colombia~~Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may ~~disrupt~~be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our ~~operations~~management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The ~~physical~~assumptions ~~infrastructure~~used offor ~~Colombia~~purposes ~~has~~of ~~not~~the forward-looking ~~been~~statements ~~adequately~~specified ~~funded~~in ~~and maintained. Particularly affected are~~ the ~~road~~following ~~networks,~~information ~~power~~represent ~~generation~~estimates ~~and~~of ~~transmission,~~future ~~communication~~events ~~systems~~ and ~~building~~are ~~stock.~~subject ~~The~~to ~~poor~~uncertainty as ~~state~~to ofpossible ~~certain~~changes ~~physical~~in ~~infrastructure could disrupt the transportation of goods~~economic, ~~supplies and production and~~legislative, ~~accordingly~~industry, ~~may~~and ~~add~~other ~~to the costs of doing business in these countries~~circumstances. ~~Such~~As ~~additional~~a ~~costs~~result, ~~or business interruption could materially adversely affect~~ the ~~timing~~identification ~~of our plans~~ and ~~our business, financial condition, results~~ interpretation of ~~operations,~~data and ~~the~~other ~~value~~information ofand ~~our~~their ~~common~~use ~~stock.~~in ~~Colombia~~developing ~~has limited refinery~~ and ~~pipeline~~selecting ~~capacity~~assumptions from and ~~may~~among bereasonable ~~insufficient~~alternatives ~~to accommodate our production in~~ require the ~~event~~exercise of ~~an oil discovery~~judgment. IfTo ~~drilling~~the ~~activities~~extent ~~increase~~that inthe ~~Colombia~~assumed ~~generally,~~events ~~shortage~~do ofnot ~~drilling and completion rigs~~occur, ~~field~~the ~~equipment~~outcome ~~and~~may ~~qualified~~vary ~~personnel~~substantially ~~could~~from ~~develop.~~anticipated or ~~From~~projected ~~time~~results, toand, ~~time~~accordingly, ~~associated~~no ~~costs~~opinion ~~have~~is ~~sharply~~expressed ~~increased~~on ~~in various areas around~~ the ~~world~~achievability ~~and~~of ~~could~~those doforward-looking ~~so again~~statements. ~~The~~No ~~demand~~assurance can ~~for~~be ~~and~~given ~~wage~~that ~~rates~~any of ~~qualified~~the ~~drilling~~assumptions ~~rig~~relating ~~crews generally rise in response~~ to the ~~increased~~forward-looking ~~number~~statements ofspecified ~~active rigs~~ in ~~service and could increase sharply in~~ the ~~event~~following ofinformation ~~a shortage. Shortages of drilling and completion rigs~~are accurate, ~~field equipment or qualified personnel could delay, restrict or curtail our exploration~~ and ~~development~~we ~~operations,~~assume ~~which~~no ~~could~~obligation into ~~turn~~update ~~negatively~~any ~~impact~~such ~~our~~forward-looking ~~operating results~~statements.

~~Our~~Critical ~~25%~~Accounting ~~participating~~Policy ~~interest in the La Maye Block in Colombia is subject to control by operators which may carry out transactions affecting our Colombian assets~~ and ~~operations without our consent~~Estimates.

Our ~~participating~~Management’s Discussion ~~interest~~and inAnalysis ~~the~~of LaFinancial ~~Maye~~Condition ~~Block~~and inResults ~~Colombia~~of isOperations ~~subject~~section todiscusses aour ~~substantial~~financial ~~degree~~statements, ofwhich ~~control~~have been byprepared in accordance with accounting principles generally accepted in the ~~operator~~United States of ~~the~~America. LaThe ~~Maye~~preparation ~~Block,~~of these ~~which~~financial ~~according~~statements torequires ~~the~~management ~~ANH~~to ~~owns~~make aestimates ~~75%~~and ~~interest~~assumptions inthat affect the Lareported ~~Maye~~amounts ~~Block.~~of ~~The~~assets ~~operator~~and liabilities at the date of the Lafinancial ~~Maye~~statements ~~Block~~and ~~may~~the ~~sell~~reported ~~their~~amounts ~~interests~~of inrevenues and expenses during the Lareporting ~~Maye~~period. On ~~Block~~an inon-going ~~the~~basis, ~~future~~management evaluates its estimates and judgments, asincluding ~~the~~those ~~operator,~~related ~~may~~to ~~determine~~revenue ~~that~~recognition, ~~temporary~~accrued expenses, ~~shut-ins~~financing ~~from~~operations, ~~production~~and ~~may~~contingencies beand ~~required~~litigation. ~~Our~~Management ~~management~~bases ~~intends~~its toestimates ~~closely~~and ~~monitor~~judgments ~~the~~on ~~nature~~historical experience and ~~progress~~on ofvarious ~~future~~other ~~transactions~~factors bythat are believed to be reasonable under the ~~operator~~circumstances, the results of which form the Labasis ~~Maye~~for making ~~Block~~judgments inabout ~~order~~the tocarrying ~~protect~~value ~~our~~of ~~interests.~~assets ~~However,~~and weliabilities ~~have~~that noare ~~effective~~not ~~ability~~readily toapparent ~~alter~~from orother ~~prevent~~sources. aActual ~~transaction~~results may ~~and~~differ ~~are~~from ~~unable~~these toestimates ~~predict~~under ~~whether~~different assumptions or ~~not~~conditions. ~~any~~The ~~such~~most ~~transactions~~significant ~~will~~accounting estimates inherent in ~~fact~~the ~~occur~~preparation orof our financial statements include estimates as to the ~~nature~~appropriate orcarrying ~~timing~~value of ~~any~~certain ~~such~~assets ~~transaction.~~and Asliabilities which aare ~~result,~~not ~~our~~readily ~~financial~~apparent ~~results~~from inother ~~the~~sources. LaIn ~~Maye~~addition, ~~Block~~these accounting policies are ~~directly~~described ~~affected~~at byrelevant ~~the~~sections ~~independent~~in this ~~strategies~~discussion and ~~decisions~~analysis ofand in the ~~operator~~notes ofto the Lafinancial ~~Maye~~statements ~~Block~~included in this Annual Report on Form 10-K.

~~Our~~Basis ~~ability to successfully market and sell oil and natural gas is subject to a number~~ of ~~factors~~Presentation ~~that are beyond our control,~~ and ~~that~~Functional ~~may adversely impact our ability to produce and sell hydrocarbons, or to achieve profitability.~~Currency

The ~~marketability~~financial statements and ~~price~~related ofnotes ~~oil~~are ~~and~~presented ~~natural~~in ~~gas~~accordance ~~that~~with ~~may~~accounting beprinciples ~~acquired~~generally oraccepted ~~discovered~~in bythe usUnited ~~will~~States beof ~~affected~~America, byand are ~~numerous~~expressed ~~factors~~in ~~beyond~~United ~~our~~States ~~control~~dollars (“USD”). ~~Our~~The ~~ability~~Company’s tofunctional ~~market~~currency ~~our~~is ~~oil~~Colombian ~~and~~pesos ~~natural~~(“COP”) which ~~gas~~have ~~may~~been ~~depend~~converted ~~upon our ability~~ to ~~acquire~~USD ~~space~~based on ~~pipelines~~the ~~that~~exchange ~~deliver~~rates ~~hydrocarbons~~at toDecember ~~commercial~~2013 ~~markets.~~and WeDecember ~~may~~2012, berespectively, ~~affected~~for bypurposes ~~deliverability uncertainties related to~~ of the ~~proximity~~Company’s ofbalance ~~our~~sheets ~~reserves to pipelines~~ and ~~processing~~the ~~facilities,~~average byrates ~~operational~~for ~~problems~~the ~~with~~years ~~such~~ended ~~pipelines~~December ~~and facilities~~31, 2013 and byDecember ~~government regulation relating to price~~31, ~~taxes~~2012, ~~royalties~~respectively, for ~~land~~purposes ~~tenure,~~of ~~allowable production,~~ the ~~export~~Company’s statements of ~~oil~~operations ~~and~~in ~~gas~~accordance ~~and~~with byaccounting ~~many~~standards ~~other~~codification ~~aspects~~830, ofForeign Currency ~~the~~Matters ~~oil~~(ASC ~~and gas business~~830).

12Use of Estimates

~~Our~~The ~~revenues,~~preparation ~~profitability and future growth and the carrying value~~ of ~~our~~financial statements ~~oil~~in ~~and~~conformity ~~gas~~with ~~properties~~accounting ~~are~~principles ~~substantially~~generally ~~dependent~~accepted onin ~~prevailing~~the ~~prices~~United States of ~~oil~~America ~~and~~requires ~~natural~~management ~~gas. Our ability~~ to make ~~borrow~~estimates and toassumptions ~~obtain~~that ~~additional~~affect ~~capital~~the onreported ~~attractive~~amounts ~~terms~~of isassets ~~also substantially dependent upon oil~~ and ~~natural~~liabilities ~~gas prices. Prices for oil~~ and ~~natural~~disclosure ~~gas are subject to large fluctuations in response to relatively minor changes in the supply~~ of ~~and~~contingent ~~demand for oil~~ assets and ~~natural~~liabilities ~~gas,~~at ~~market uncertainty and a variety of additional factors beyond our control. These factors include economic conditions in~~ the ~~United~~date ~~States, the actions~~ of the ~~Organization~~financial ~~of Petroleum Exporting Countries~~statements, ~~governmental regulation, political stability in the Middle East~~ and ~~elsewhere,~~ the ~~foreign~~reported ~~supply~~amounts of ~~oil,~~revenues ~~the~~and ~~price~~expenses ofduring ~~foreign imports and~~ the ~~availability of alternative fuel sources~~reported periods. ~~Any~~Actual ~~substantial~~results ~~and~~could ~~extended~~materially ~~decline~~differ ~~in the price of oil and natural gas would have an adverse effect on our borrowing capacity, revenues, profitability and cash flows~~ from ~~operations~~those estimates.

~~Volatile~~Cash ~~commodity prices make it difficult to estimate the value of producing properties for acquisition~~ and ~~often~~Cash cause disruption in the market for producing properties, as buyers and sellers have difficulty agreeing on such value. Price volatility also makes it difficult to budget for and project the return on acquisitions and development and exploitation projects.Equivalents

WeFor ~~cannot~~purposes ~~guarantee~~of ~~that~~the ~~title~~balance sheet toand ~~our~~statement ~~properties~~of ~~does~~cash ~~not~~flows, ~~contain~~the aCompany ~~defect~~considers ~~that~~all ~~may~~highly ~~materially~~liquid ~~affect~~debt ~~our~~instruments ~~interest~~purchased inwith ~~those~~maturity ~~properties~~of three months or less to be cash equivalents.

It is our practice in acquiring significant oil and gas leases or interest in oil and gas leases to retain lawyers to fully examine the title to the interest under the lease. In the case of minor acquisitions, we rely upon the judgment of oil lease brokers or land men who do the field work in examining records in the appropriate governmental office before attempting to place under lease a specific interest. We believe that this practice is widely followed in the energy industry. Nevertheless, there may be title defects which affect lands comprising a portion of our properties which may adversely affect us.13

~~Our~~Fair ~~properties~~Value ~~are held in the form~~ of ~~participating~~Financial ~~interests in exploration and production contracts and operating agreements. If the specific requirements of such contracts and agreements are not met, the instrument may terminate or expire.~~Instruments

~~All~~Pursuant ofto ~~our~~ASC ~~properties~~No. ~~are~~825, Financial ~~held~~Instruments, ~~under~~the ~~participating~~Company ~~interests~~is inrequired ~~oil and gas exploration and production contracts and operating agreements. If we fail~~ to ~~meet~~estimate the ~~specific~~fair ~~requirements~~value of ~~each~~all ~~contract~~financial orinstruments ~~agreement,~~included ~~especially~~on ~~future~~its balance ~~drilling and production requirements, the contract or agreement may be terminated or otherwise expire~~sheets. WeThe ~~cannot~~carrying bevalue ~~assured~~of ~~that~~cash, weshort-term ~~will~~investments, beother ~~able~~receivables, toinventory, ~~meet~~accounts ~~our~~payable ~~obligations under each contract~~ and ~~agreement.~~accrued expenses ~~The~~approximate ~~termination~~their orfair ~~expiration~~value ofdue ~~our~~to ~~participating~~the ~~interests~~short ~~relating~~period to ~~any~~maturity ~~contract or agreement would harm our business, financial condition and results~~ of ~~operations~~these instruments.

WeOil ~~have~~and ~~substantial~~Gas ~~capital requirements that, if not met, may hinder our operations.~~Properties

WeThe ~~anticipate~~Company ~~that~~follows wethe full ~~will~~cost ~~make~~method ~~substantial~~of ~~capital~~accounting ~~expenditures~~ for ~~the~~its ~~acquisition,~~investments ~~exploration,~~in ~~development and production of~~ oil and ~~natural~~ gas inproperties. Under the ~~future~~full ~~and~~cost ~~for~~method, ~~future~~all ~~drilling~~costs ~~programs.~~associated with ~~Unless~~the weexploration ~~generate~~of ~~sufficient revenues from our~~ properties inare ~~Colombia~~capitalized orinto ~~obtain~~appropriate ~~additional~~cost ~~financing,~~centers wewithin ~~may have limited ability to expend~~ the ~~capital~~full ~~necessary~~cost ~~to undertake or complete future drilling programs~~pool. WeInternal ~~estimated~~costs that are ~~our~~capitalized ~~available~~are ~~cash~~limited ~~is not sufficient for us~~ to ~~continue~~those ~~and~~costs ~~expand~~that ~~our current operations for the next twelve months. There~~ can be nodirectly ~~assurance~~identified ~~that~~with ~~debt~~acquisition, ~~or equity financing~~exploration, orand ~~cash~~development ~~generated~~activities undertaken byand ~~operations~~do ~~will~~not beinclude ~~available~~any orcosts ~~sufficient~~related to ~~meet~~production, ~~these~~general ~~requirements or for other~~ corporate ~~purposes~~overhead, or ifsimilar ~~debt or equity financing is available, that it will be on terms acceptable to us. Moreover, future~~ activities ~~may require us to alter our capitalization significantly~~. ~~Our~~Cost ~~inability~~centers are toestablished ~~generate~~on ~~sufficient revenues from our properties or access sufficient capital for our operations could have~~ a ~~material~~country-by-country ~~adverse effect on our financial condition, results of operations or prospects~~basis.

WeThe ~~have~~Share aExchange ~~substantial~~between Deep ~~amount~~Core ofand ~~debt~~us is deemed to be a reverse acquisition. ~~Our~~The ~~ability~~transaction between Deep Core and DCX is also deemed to ~~operate~~be a reverse acquisition, where Deep Core (the legal acquirer) is ~~limited~~deemed byto be the ~~agreements~~accounting ~~governing~~acquiree and DCX (the legal acquire) is considered the accounting acquirer. The assets and liabilities were transferred at their historical cost with our ~~debt~~capital structure. We are deemed a continuation of the business of Deep Core and its subsidiary, DCX, and the historical financial statements of DCX became our historical financial statements, which the condensed pro forma balance sheet and condensed statement of operations depict our recapitalization. For further information, please refer to our Current Report on Form 8-K filed on May 4, 2012.

WeThe ~~have~~following ~~a substantial amount~~ discussion of ~~debt~~financial ~~for~~condition ~~which we are required to make interest~~ and ~~principal~~results ~~payments. Subject~~of tooperations ~~the~~should ~~limits~~be ~~contained~~read in ~~the~~conjunction ~~agreements~~with ~~governing~~ our ~~outstanding~~audited ~~debt,~~financial westatements ~~may~~for ~~incur additional debt in~~ the ~~future.~~years ended ~~Our~~December ~~maintenance~~31, of2013 ~~higher~~and ~~levels~~December of31, ~~indebtedness~~2012, ~~could~~together ~~have~~with ~~adverse~~notes ~~consequences~~thereto ~~including~~as ~~impairing~~included ~~our~~in ~~ability~~this toAnnual ~~obtain~~Report ~~additional~~on ~~financing~~Form ~~in the future~~10-K.

~~Furthermore,~~For the ~~terms~~year ofended ~~our existing~~December ~~debt financing agreements contain~~31, ~~and any future debt financing agreements we enter into may contain~~2013, ~~financial,~~as ~~maintenance,~~compared ~~organizational, operational or other restrictive covenants. If we are unable~~ to ~~comply~~the ~~with~~year ended ~~these~~December ~~covenants or service our debt obligations~~31, ~~we may be forced to reduce or delay planned capital expenditures, which could result in a material adverse effect upon our business, results of operations and financial condition~~2012.

13Results of Operations.

~~Additional~~Revenues ~~capital~~– ~~may~~We behad ~~costly~~no orrevenues for ~~difficult~~the toyears ~~obtain~~ended December 31, 2013 and 2012.

~~Additional~~Operating ~~capital,~~Expenses – ~~whether~~For ~~through~~ the ~~offering~~year ofended ~~equity~~December or31, ~~debt securities~~2013, ~~may~~our ~~not~~total beoperating ~~available~~expenses onwere ~~reasonable terms or at all~~$1,948,736, ~~especially~~which inconsisted ~~light~~ of ~~the~~exploration and ~~recent~~lease ~~downturn~~operating incosts ~~the~~of ~~economy~~$59,459, ~~and~~depreciation ~~dislocations in the credit~~ and ~~capital~~amortization ~~markets.~~expense Ifof we$3,252, ~~are~~general ~~unable~~and toadministrative ~~obtain~~expenses ~~required additional capital~~of $364,372, welegal ~~may~~and ~~have~~professional tofees ~~curtail~~of ~~our growth plans or cut back on existing business and~~$502, ~~further~~223, weand ~~may~~impairment ~~not~~of beproperties ~~able~~of ~~to continue operating if we do not generate sufficient revenues from operations needed to stay in business~~$1,019,430. WeBy ~~may~~comparison, ~~incur~~for ~~substantial~~the ~~costs~~year inended December ~~pursuing~~31, ~~future capital financing~~2012, ~~including~~our ~~investment~~total ~~banking~~operating ~~fees,~~expenses ~~legal~~were ~~fees~~$7, ~~accounting fees~~689, ~~securities law compliance fees~~425, ~~printing~~which ~~and~~consisted ~~distribution~~of ~~expenses~~exploration and ~~other~~lease operating costs. Weof ~~may~~$107,584, general ~~also~~and beadministrative ~~required to recognize non-cash~~ expenses inof ~~connection with certain securities we issue~~$1,094,167, ~~such~~legal asand ~~convertible~~professional ~~notes~~fees ~~and~~of ~~warrants~~$1,248,406, ~~which~~and ~~may~~impairment ~~adversely~~of ~~impact~~properties ~~our financial condition~~of $5,239,268.

~~Because~~Net weLoss ~~are~~– ~~small~~For the ~~and~~year ~~have~~ended ~~limited~~December ~~access~~31, ~~to additional capital~~2013, we ~~may~~had ~~have~~a tonet ~~limit~~loss ~~our~~of ~~exploration~~$9,802,952. ~~activity~~By comparison, ~~which~~for ~~may~~the ~~result~~year inended December 30, 2012, we had a net loss of ~~investment~~$8,457,415. We expect to incur net losses for the foreseeable future.

WeLiquidity ~~have~~and aCapital Resources ~~small~~– ~~asset~~As ~~base~~of ~~and~~December ~~limited~~31, ~~access~~2013, toour ~~additional~~total ~~capital.~~assets ~~Accordingly~~were $2,915. weOur ~~must~~total ~~limit~~current ~~our~~assets ~~exploration~~consist ~~activity.~~of Ascash ~~such,~~and wecash equivalents ~~may~~of ~~not~~$965, beand ~~able~~other toreceivables ~~complete~~of an$1,950. ~~exploration~~As ~~program~~of ~~that~~December is31, as2013, ~~thorough~~we asimpaired our ~~management~~participation ~~would~~interests ~~like.~~in Inour oil ~~that~~and ~~event,~~gas ~~existing~~properties ~~reserves~~in ~~may~~the goamount ~~undiscovered.~~of ~~Without finding reserves~~$999,850 weas ~~cannot~~management ~~generate~~determined ~~revenues~~the ~~and~~recoverability ~~investors~~of ~~may~~these ~~lose~~assets ~~their~~was ~~investment~~unattainable.

Our ~~insurance~~total ~~may~~current beliabilities of ~~inadequate~~$1,808,814 toconsisting ~~cover~~of ~~liabilities~~accounts wepayable ~~may~~and ~~incur~~accrued expenses of $1,429,529, and related party payables of $379,285 as of December 31, 2013.

Oil and natural gas exploration, development and production operations are subject to all the risks and hazards typically associated with such operations, including hazards such as fire, explosion, blowouts, cratering, sour gas releases, and spills, each of which could result in substantial damage to oil and natural gas wells, production facilities, other property and the environment or in personal injury as well as general risks and hazards, including labor unrest, civil disorder, war, acts of terrorism, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions. Although we have obtained insurance in accordance with industry standards to address certain of these risks, such insurance has limitations on liability that may not be sufficient to cover the full extent of such liabilities. In addition, such risks may not in all circumstances be insurable or, in certain circumstances, we may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or for other reasons. The payment of such uninsured liabilities would reduce the funds available to us. The occurrence of a significant event that we are not fully insured against, or the insolvency of the insurer of such event, could have a material adverse effect on our business, financial condition, results of operations, and the value of our common stock.14

~~Foreign~~We ~~currency~~have been financing our operations through the sale of our securities. Prior to the closing of the Share Exchange on May 4, 2012, Deep Core issued promissory notes to nine holders in exchange ~~rate~~for ~~fluctuations~~an ~~may~~aggregate ~~affect~~of $3,365,000 in proceeds. On the closing of the Share Exchange, the outstanding principal balance and unpaid accrued interest of those notes converted into shares of our ~~financial~~common ~~results~~stock at a conversion price of $0.40 per share.

WeOn ~~expect~~February to13, ~~sell~~2013, we ~~any~~entered ~~future~~into ~~oil~~a ~~and~~securities ~~natural~~purchase ~~gas~~agreement ~~production~~with ~~under~~a ~~agreements~~foreign ~~that~~investor ~~will~~pursuant beto ~~denominated~~which inwe ~~United~~issued ~~States~~to ~~dollars~~the ~~and~~investor ~~foreign~~(i) ~~currencies.~~an ~~Many~~aggregate principal value of ~~the~~$1,000,000 ~~operational~~of ~~and~~15% ~~other~~convertible ~~expenses~~debentures weand ~~incur~~(ii) ~~will~~common bestock ~~paid~~purchase inwarrants granting the ~~local~~right ~~currency~~to ofpurchase an ~~the~~aggregate ~~country,~~of ~~mainly Colombia~~2,000,000 ~~where~~shares weof ~~perform~~ our ~~operations.~~common Asstock aat ~~result,~~an ~~fluctuations~~exercise inprice ~~the~~of ~~United~~$0.60 ~~States~~per ~~dollar~~share ~~against~~in ~~the~~exchange ~~Colombian~~for ~~peso~~$1,000,000 ~~and~~in ~~local~~proceeds. The ~~currencies~~shares inand ~~jurisdictions~~warrant ~~where~~were weissued ~~operate~~in ~~could~~a ~~result~~transaction inwhich ~~unanticipated~~we ~~and~~believe ~~material~~satisfies ~~fluctuations~~the inrequirements ~~our~~of ~~financial~~that ~~results.~~exemption ~~Local~~from ~~operations~~the ~~may~~registration and ~~require~~prospectus ~~funding~~delivery ~~that~~requirements ~~exceeds~~of ~~operating~~the ~~cash~~Securities ~~flow~~Act, ~~and~~which ~~there~~exemption ~~may~~is bespecified ~~restrictions~~by onthe ~~expatriating~~provisions ~~proceeds~~of ~~and/or~~Regulation ~~adverse~~S ~~tax~~promulgated pursuant ~~consequences~~to ~~associated~~that ~~with~~act ~~such~~by ~~funding~~the SEC.

WeDuring the ~~may~~period ~~not~~ended beJune ~~able~~30, to2013, ~~repatriate~~the ~~our~~Company ~~revenues~~received advances from ~~foreign~~officers ~~subsidiaries~~and shareholders, for operating costs and expenses. These advances are non-interest bearing and are repaid as cash becomes available.

WeOn ~~will~~August be28, ~~conducting~~2013, ~~all~~the Company entered into a Share Purchase Agreement with Black Energy to sell of ~~our~~a ~~operations~~100% inof ~~Central~~its equity ownership of its subsidiary, Deep Core. Pursuant to the Purchase Agreement, the Company agreed to sell to Black Energy, and ~~South~~Black ~~America~~Energy ~~through~~agreed ~~our~~to ~~foreign~~purchase from ~~subsidiaries.~~the ~~Therefore~~Company, wethe ~~will~~shares beof ~~dependent~~Deep onCore held by the ~~cash~~Company, ~~flows~~representing all of ~~those~~the ~~subsidiaries~~issued toand ~~meet~~outstanding ~~our~~share ~~obligations~~capital of Deep Core. ~~Our~~Deep ~~ability~~Core toowns ~~receive~~99.675% ~~such~~of ~~cash~~the ~~flows~~issued ~~may~~and beoutstanding ~~constrained~~share bycapital ~~taxation~~of ~~levels~~DCX, that owns a 50% participating interest in the Morichito Block located in the ~~jurisdictions~~Llanos ~~where~~Basin, ~~our~~Colombia ~~subsidiaries~~for ~~operate~~the ~~and~~total byconsideration of $1.5 million (the ~~introduction~~“Proceeds”) plus the assumption of ~~exchange~~existing ~~controls~~liabilities as well as all future liabilities of Deep Core, and~~/or~~ ~~repatriation~~certain ~~restrictions~~other terms and conditions set forth in the ~~jurisdictions~~Purchase ~~where~~Agreement. weThe ~~intend~~Company retained a 15% participation interest in the Morichito Block Contract, to ~~operate.~~be held ~~Currently~~by ~~there~~Deep ~~are~~Core noBarbados ~~such~~pursuant ~~restrictions~~to inthe ~~Colombia~~Letter onAgreement ~~local~~dated ~~revenues~~as of ~~foreign~~the ~~entities~~same date, ~~but~~by weand ~~cannot~~between ~~assure~~the ~~you~~Deep ~~that~~Core ~~exchange~~Barbados orand DCX. ~~repatriation~~The ~~restrictions~~Company ~~will~~reported ~~not~~a benet ~~imposed~~loss inon the ~~future~~Deep Core share sale totaling $7,419,713.

14As of December 31, 2013, we have cash and cash equivalents of $965. We expect that our future available capital resources will consist primarily of cash on hand, cash generated from our business, if any, and future debt and/or equity financings, if any.

~~Estimates~~During 2014, we expect that our subsidiary will continue to incur significant exploration and development costs as we exploit our interests in the Morichito Block, La Maye Block and other interests we may acquire. Our exploration and lease operating costs in the Morichito Block and La Maye Block will be significant and will continue to impact our liquidity. We may also incur additional costs related to any potential acquisition of oil and gas ~~reserves~~properties or interests in Colombia and other areas of Central and South America. We also expect to incur significant professional fees associated with being a public company as well as significant general and administrative expenses. Those fees will be higher as our business volume and activity increases and will continue to impact our liquidity. Other than the exploration and development costs for the Morichito Block and the La Maye Block, any potential acquisitions costs and anticipated increases in legal and accounting costs and general and administrative expenses, we are ~~uncertain~~not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

~~The~~On ~~process~~November ~~of estimating oil and gas reserves is complex and requires significant judgment in the evaluation of available geological~~14, ~~engineering and economic data for each reservoir~~2014, the ~~particularly~~Company ~~for~~announced ~~new~~that ~~discoveries.~~it ~~Because~~would ofevaluate the ~~high~~strategic ~~degree~~alternatives ~~of judgment involved, different reserve engineers may develop different estimates of reserve quantities~~ and ~~related~~eventual ~~revenue~~sale ~~based on the same data. In addition, the reserve estimates for a given reservoir may change substantially over time as a result~~ of ~~several~~its ~~factors~~participating ~~including~~working ~~additional~~interests in ~~development activity,~~ the ~~viability~~La ofMaye ~~production~~Block ~~under varying economic conditions~~ and ~~variations~~Morachito inBlock ~~production~~oil ~~levels~~ and ~~associated~~gas ~~costs~~contracts. ~~Consequently,~~The ~~material~~Company ~~revisions~~does tonot ~~our~~expect ~~future~~to ~~reserve~~generate ~~estimates~~sales ~~may~~proceeds ~~occur as a result of changes~~ in ~~any~~ excess of ~~these~~its ~~factors.~~existing ~~Such revisions to reserves could have a material adverse effect on our future estimates of future net revenue, as well as our financial condition and profitability~~liabilities.

~~Discoveries~~We orneed ~~acquisitions~~additional funds to satisfy our working capital requirements to operate at our current level of activity for the next twelve months. Our forecast for the period for which our financial resources will be inadequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We must raise additional ~~reserves~~capital to continue and expand our operations. We cannot guarantee that additional funding will be ~~needed~~available on favorable terms, if at all. Any debt financing or other financing of securities senior to ~~avoid~~common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a ~~material~~negative ~~decline~~impact on our business, prospects, financial condition, results of operations and cash flows. Additionally, these alternatives could be highly dilutive to our existing shareholders, and may not provide us with sufficient funds to meet our long-term capital requirements. We have and may continue to incur substantial costs in the future ~~reserves~~in connection with raising capital to fund our business, including investment banking fees, professional fees and ~~production~~other costs. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is insufficient to satisfy our capital needs, we will be required to reduce operating costs, which could hinder our future development of the Morichito Block and the La Maye Block.

~~The~~We ~~production rates from oil and gas properties generally decline as reserves~~ are ~~depleted,~~not ~~while~~currently ~~related~~conducting any ~~per~~research ~~unit production costs generally increase, due to decreasing reservoir pressures~~ and ~~other~~development ~~factors~~activities. ~~Therefore,~~We wedo not anticipate ~~our~~conducting ~~future~~such ~~estimated~~activities ~~proved~~in ~~reserves~~the ~~and~~near future. ~~oil~~We ~~and~~do ~~gas~~not ~~production~~anticipate that ~~will decline materially as future reserves are produced unless~~ we ~~conduct~~will ~~successful~~need ~~exploration~~to ~~and~~purchase ~~development activities~~ or, ~~unless~~lease ~~we identify~~ additional ~~producing~~equipment ~~zones~~for inthe ~~existing~~foreseeable ~~wells, secondary or tertiary recovery techniques, or acquire additional properties containing proved reserves. Consequently, our~~ future ~~oil, gas and natural gas liquid production and related per unit production costs will be highly dependent upon our level of success in finding or acquiring additional reserves~~.

~~Future~~Off-Balance ~~exploration~~Sheet ~~and drilling results are uncertain and involve substantial costs~~Arrangements.

~~Substantial~~We ~~costs~~have ~~are~~no ~~often~~off-balance sheet ~~required to locate and acquire properties and drill exploratory wells~~arrangements. Such activities are subject to numerous risks, including the risk that we will not encounter commercially productive oil or gas reservoirs. The costs of drilling and completing wells are often uncertain. In addition, oil and gas properties can become damaged or drilling operations may be curtailed, delayed or canceled as a result of a variety of factors including, but not limited to:

●Item ~~unexpected~~7A. ~~drilling~~Quantitative ~~conditions; ● pressure or irregularities in reservoir formations; ● equipment failures or accidents; ● fires, explosions, blowouts~~ and ~~surface~~Qualitative ~~cratering;~~Disclosures ●About ~~adverse~~Market weather conditions; ● lack of access to pipelines or other transportation methods; ● environmental hazards or liabilities; and ● shortages or delays in the availability of services or delivery of equipmentRisk.

ANot ~~significant occurrence of one of these factors could result in a partial or total loss of our future investment in a particular property~~applicable. In addition, drilling activities may not be successful in establishing proved reserves. Such a failure could have an adverse effect on our future results of operations and financial condition. While both exploratory and developmental drilling activities involve these risks, exploratory drilling involves greater risks of dry holes or failure to find commercial quantities of hydrocarbons.

~~Current global financial conditions have been characterized by increased volatility which could negatively impact on our business, prospects, liquidity and financial condition.~~15

~~Current~~ITEM global financial conditions and recent market events have been characterized by increased volatility and the resulting tightening of the credit and capital markets has reduced the amount of available liquidity and overall economic activity8. WeFINANCIAL ~~cannot~~STATEMENTS ~~guaranty~~AND ~~that~~SUPPLEMENTARY debt or equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our initiatives, objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations will negatively impact our business, prospects, liquidity and financial condition.DATA

15INDEX TO FINANCIAL STATEMENTS

The potential profitability of oil and gas properties depends upon factors beyond our control.

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheets as of December 31, 2013 and 2012	F-2

Statements of Operations for the years ended December 31, 2013 and 2012	F-3

Statements of Stockholders’ Deficit for the years ended December 31, 2013 and 2012	F-4

Statements of Cash Flows for the years ended December 31, 2013 and 2012	F-5

Notes to Consolidated Financial Statements	F-6

The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance. In addition, a productive well may become uneconomic in the event that water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. These factors cannot be accurately predicted and the combination of these factors may result in us not receiving an adequate return on invested capital.16

~~Our~~REPORT OF ~~officers~~INDEPENDENT ~~and~~REGISTERED ~~directors~~PUBLIC ~~are~~ACCOUNTING engaged in other activities that could have conflicts with our business interests, which means our business may suffer if our officers and directors do not devote sufficient time to our operations or place their interests in other endeavors above our interests.FIRM

~~The~~To potential for conflicts of interest exists among us and affiliated persons for future business opportunities that may not be presented to us. Our officers and directors may engage in other activities. Our officers and directors may have conflicts of interests in allocating time, services, and functions between the ~~other~~Board business ventures in which those persons may be or become involved. We do not currently have employment contracts with our officers, nor are we able to pay them any compensation at our current and foreseeable levels of ~~operations.~~Directors ~~Should Mr. Draper~~ and ~~Mr. Ives decide to devote less time to our operations, our business may fail.~~Stockholders

~~Our~~Heavy ~~executive~~Earth ~~officers~~Resources, ~~have limited experience in the oil and gas industry~~Inc.

~~Grant~~We ~~Draper, our President and Chief Executive Officer and Anthony Ives, our Secretary, Treasurer and Chief Financial Officer,~~ have ~~limited~~audited ~~experience in~~ the ~~oil~~accompanying ~~and~~balance ~~gas industry. We are unable to predict whether we will be able to succeed in our business because~~ sheets of ~~our~~Heavy ~~officers’~~Earth lack of experience in the oil and gas industry and we cannot be certain that our business will be successful based on our officers’ industry experience. Grant Draper has more than 13 years of experience in the management of public companies and participation in financial transactionsResources, ~~having previously served as a managing director with FTI Consulting~~ Inc., a(an ~~global~~exploration ~~business~~stage ~~advisory~~company) ~~firm,~~ as ~~the president and chief operating officer~~ of ~~The~~December ~~Element~~31, ~~Agency~~2013 ~~Inc.~~ and ~~Affirm~~2012, ~~Americas Strategic Communications Inc. in New York City~~ and asthe arelated ~~Member~~statements of ~~Thorium One’s Advisory Board. Anthony Ives has more than 20 years of investment experience in the capital markets~~ operations, ~~including Merrill Lynch, the City of Sacramento~~stockholders’s ~~Treasurers’~~equity ~~Office, the California State Public Employees' Retirement System~~ (~~CalPERS~~deficit), ~~the~~and ~~nation’s~~cash ~~largest~~flows ~~public~~for ~~pension~~the ~~fund~~years ~~firm,~~then ~~and mutual fund Jurika & Voyles~~ended. ~~Mr.~~These ~~Ives~~financial ~~served~~statements asare the ~~Chief Financial Officer~~ responsibility of ~~Banneker~~the ~~Ventures~~Company’s ~~in Washington, D~~management.C. ~~and~~Our responsibility is ~~the~~to ~~founder~~express ofan ~~the~~opinion ~~nonprofit~~on ~~Grupo~~these definancial ~~Apoyo~~statements albased ~~Desarrollo~~on ~~(GAD)~~our ~~in Honduras~~audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~loss~~Company is ornot ~~unavailability~~required to have, nor were we engaged to perform, an audit of ~~our~~its ~~key~~internal ~~personnel~~control over financial reporting. Our audits 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 ~~extended~~opinion ~~period~~on the effectiveness of ~~time~~the ~~could~~Company’s ~~adversely~~internal ~~affect~~control over ~~our~~financial ~~business~~reporting. ~~operations~~Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and ~~prospects~~disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~Our~~In ~~success~~our ~~depends~~opinion, inthe ~~large~~consolidated ~~measure~~financial statements onreferred ~~certain~~to ~~key~~above ~~personnel,~~present ~~including Grant Draper~~fairly, ~~our~~in ~~President~~all ~~and~~material ~~Chief Executive Officer~~respects, ~~and Anthony Ives, our Chief Operations Officer and Chief Financial Officer. The loss of~~ the ~~services~~financial ofposition ~~both~~ of ~~these~~Heavy ~~officers~~Earth ~~could~~Resources, ~~significantly hinder our operations~~Inc. ~~Although~~(an exploration westage ~~are~~company) ~~looking~~as ~~into~~of ~~acquiring~~December ~~key person insurance~~31, we2013 doand ~~not~~2012 ~~currently~~and ~~have~~the ~~such~~results ~~insurance~~of inits ~~effect~~operations ~~for~~and ~~Mr.~~its ~~Draper~~cash orflows ~~Mr.~~for ~~Ives. In addition,~~ the ~~competition~~years then ~~for~~ended ~~qualified personnel~~ in ~~the~~conformity ~~oil~~with ~~and~~accounting ~~gas~~principles ~~industry~~generally isaccepted ~~intense~~in ~~and there can be no assurance that we will be able to continue to attract and retain all personnel necessary for~~ the ~~development~~United ~~and~~States ~~operation~~ of ~~our business~~America.

WeThe ~~depend~~accompanying onfinancial statements have been prepared assuming that the ~~services~~Company ofwill ~~third~~continue ~~parties~~as ~~for~~a ~~material~~going ~~aspects~~concern. ofAs ~~our~~more ~~operations,~~fully ~~including~~described ~~drilling~~in ~~operators~~Note 2, the Company has incurred an operating loss and ~~accordingly~~has ifan weaccumulated ~~cannot~~deficit. ~~obtain~~These ~~certain~~conditions ~~third~~raise ~~party~~substantial ~~services,~~doubt weabout ~~may~~the ~~not~~Company’s beability ~~able~~to continue as a going concern. Management’s plans in regard to ~~operate~~these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WeQ ~~rely~~Accountancy on third parties to operate some of the assets in which we possess an interest. The success of our operations, whether considered on the basis of drilling operations or production operations, will depend largely on whether the operator of the property properly fulfills their obligations. As a result, our ability to exercise influence over the operation of these assets or their associated costs may be limited. Our performance will therefore depend upon a number of factors that may be outside of our full control, including the timing and amount of capital expenditures, the operator’s expertise and financial resources, the approval of other participants, the selection of technology, and risk management practices. The failure of third party operators and their contractors to perform their services in a proper manner could adversely affect our operations.Corporation

16/s/ Q Accountancy

~~Risks~~Irvine, ~~Related to our Common Stock:~~California

WeMarch ~~are subject to the reporting requirements of federal securities laws~~25, ~~which is expensive.~~2015

We are a public reporting company in the U.S. and, accordingly, subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the SarbanesF-Oxley Act. The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC, and furnishing audited reports to stockholders causes our expenses to be higher than they would be if we remained a privately-held company.1

~~Our~~HEAVY ~~compliance~~EARTH ~~with the Sarbanes-Oxley Act and SEC rules concerning internal controls is time consuming~~RESOURCES, ~~difficult and costly~~INC.

We(An ~~are~~Exploration aStage reporting company with the SEC and therefore must comply with Sarbanes-Oxley Act and SEC rules concerning internal controls. It is time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by Sarbanes-Oxley. In order to expand our operations, we will need to hire additional financial reporting, internal control, and other finance staff in order to develop and implement appropriate internal controls and reporting procedures.Company)

~~Failure~~CONSOLIDATED BALANCE to maintain the adequacy of our internal controls could impair our ability to provide accurate financial statements and comply with the requirements of the Sarbanes-Oxley Act, which could cause our stock price to decrease substantially.SHEETS

We have committed limited personnel and resources to the development of the external reporting and compliance obligations that are required of a public company. We have taken measures to address and improve our financial reporting and compliance capabilities and we are in the process of instituting changes to satisfy our obligations in connection with being a public company. We plan to obtain additional financial and accounting resources to support and enhance our ability to meet the requirements of being a public company. We will need to continue to improve our financial and managerial controls, reporting systems and procedures, and documentation thereof. If our financial and managerial controls, reporting systems, or procedures fail, we may not be able to provide accurate financial statements on a timely basis or comply with the Sarbanes-Oxley Act of 2002 as it applies to us. Any failure of our internal controls or our ability to provide accurate financial statements could cause the trading price of our common stock to decrease substantially.

	December 31, 2013			December 31, 2012
Assets
Current Assets
Cash and cash equivalents	$	965		$	178,136
Restricted cash		-			542,234
Short term investments		-			103,211
Other receivables		1,950			873,965
Inventory		-			45,420
Total current assets		2,915			1,742,966

Oil and gas properties (full cost method)
Evaluated		-			11,024,000

Property, plant and equipment, less accumulated depletion, depreciation and amortization of $0 and $27,078, respectively		-			268,771

Total Assets		2,915			13,035,737

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued liabilities		1,429,529			6,456,722
Related party payables		379,285			59,470
Total current liabilities		1,808,814			6,516,192

Convertible notes payable		2,500,000			1,500,000
Total liabilities		4,308,814			8,016,192

Stockholders’ Equity:
Common stock, $0.001 par value 3,000,000 shares authorized, 71,371,038 and 70,509,331 shares issued and outstanding, respectively		71,371			70,509
Common stock issuance obligation		213,884			-
Additional paid in capital		21,802,783			21,540,021
Deficit accumulated during exploration stage		(26,393,937	)		(14,894,348	)
Accumulated other comprehensive loss		-			(1,696,637	)
Total stockholders’ equity		(4,305,899	)		5,019,545

Total Liabilities and Stockholders’ Equity	$	2,915		$	13,035,737

~~Our~~See ~~stock~~accompanying ~~price~~notes ~~may be volatile, which may result in losses~~ to ~~our~~financial ~~stockholders~~statements.

The stock markets have experienced significant price and trading volume fluctuations, and the market prices of companies quoted on the OTCQB, where our shares of common stock will be quoted, generally have been very volatile and have experienced sharp shareF-price and trading-volume changes. The trading price of our common stock is likely to be volatile and could fluctuate widely in response to many of the following factors, some of which are beyond our control:2

●HEAVY ~~variations~~EARTH ~~in our operating results; ● changes in expectations of our future financial performance~~RESOURCES, including financial estimates by securities analysts and investors; ● changes in operating and stock price performance of other companies in our industry; ● additions or departures of key personnel; and ● future sales of our common stock INC.

~~Domestic~~(An ~~and~~Exploration international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock. In particular, following initial public offerings, the market prices for stocks of companies often reach levels that bear no established relationship to the operating performance of these companies. These market prices are generally not sustainable and could vary widely. In the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been initiated.Stage Company)

17CONSOLIDATED STATEMENTS OF OPERATIONS

Our common shares are thinly-traded, and in the future, may continue to be thinly-traded, and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate such shares.

	Years ended December 31,
	2013			2012
Revenues	$	-		$	-

Operating costs and expenses
Exploration and lease operating costs		59,459			107,584
Depreciation and amortization		3,252			-
General and administrative		364,372			1,094,167
Legal and professional		502,223			1,248,406
Impairment of oil and gas properties		1,019,430			5,239,268

Total operating expenses		1,948,736			7,689,425

Loss from Operations		(1,948,736	)		(7,689,425	)

Other Income (Expense)
Amortization of debt discount, beneficial conversion feature		-			(1,500,000	)
Interest expense		(375,253	)		(87,367	)
Late fees		(59,250	)		-
Loss on sale of subsidiary		(7,419,713	)		-
Foreign currency gain (loss)		-			729,817
Other		-			89,560
Total other income (expense)		(7,854,216	)		(767,990	)

Net Loss Before Income Taxes		(9,802,952	)		(8,457,415	)

Provision For Income Taxes		-			-

Net Loss	$	(9,802,952	)	$	(8,457,415	)

Loss per share – basic	$	(0.14	)	$	(0.12	)

Weighted average of shares outstanding		70,767,670			69,787,191

WeSee ~~cannot~~accompanying ~~predict~~notes ~~the extent~~ to ~~which~~financial an active public market for our common stock will develop or be sustained due to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viablestatements. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

The market price for our common stock may be particularly volatile given our status as a relatively small company and lack of significant revenues that could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.F-3

~~The~~HEAVY ~~market~~EARTH ~~for our common shares may be characterized by significant price volatility when compared to seasoned issuers~~RESOURCES, ~~and we expect that our share price will be more volatile than a seasoned issuer for the indefinite future~~INC. The potential volatility in our share price is attributable to a number of factors. First, as noted above, our common shares may be sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer that could better absorb those sales without adverse impact on its share price. Secondly, an investment in us is a speculative or “risky” investment due to our lack of revenues or profits to date. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

~~Because~~(An weExploration ~~became~~Stage ~~public by means of a “reverse merger,” we may not be able to attract the attention of major brokerage firm or investors in general.~~Company)

~~Additional~~CONSOLIDATED ~~risks~~STATEMENTS OF ~~may~~STOCKHOLDERS’ exist since we will become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our company in the future. In addition, the SEC has recently issued an investor bulletin warning investors about the risks of investing in companies that enter the U.S. capital markets through a “reverse merger.” The release of such information from the SEC may have the effect of reducing investor interest in companies, such as us, that enter the U.S. capital markets through a “reverse merger.”DEFICIT

Shareholders who hold unregistered shares of our common stock are subject to resale restrictions pursuant to Rule 144(i), due to our status as a former “shell company.”

	Common stock						Stock to be		Additional Paid in			Deficit Accumulated During Exploration			Accumulated Other Comprehensive			Total Stockholders’
	Stock			Amount			Issued		Capital			Stage			Income (Loss)			Deficit
Balance at December 31, 2011		69,376,000		$	69,376		$	-	$	10,901,254		$	(6,436,933	)	$	(404,197	)	$	4,129,500
Shares issued for Deep Core		250,000			250			-		6,424,650			-			-			6,424,900
Shares issued for conversion of notes		8,574,042			8,574			-		3,356,426			-			-			3,365,000
Shares cancelled		(9,324,042	)		(9,324	)		-		9,324			-			-			-
Common stock issued for cash		1,633,331			1,633			-		848,367			-			-			850,000
Foreign currency translation		-			-			-		-			-			(1,292,440	)		(1,292,440	)
Net loss		-			-			-		-			(8,457,415	)		-			(8,457,415	)
Balance at December 31, 2012		70,509,331		$	70,509		$	-	$	21,540,021		$	(14,894,348	)	$	(1,696,637	)	$	5,019,545
Common stock for service		307,785			308			24,000		133,692			-			-			158,000
Foreign currency translation		-			-			-		-			(1,696,637	)		1,696,637			-
Interest Conversion		178,922			179			189,584		70,495			-			-			260,258
Common stock issued for late payment penalty		150,000			150			-		59,100			-			-			59,250
Common stock issued to defer payment		100,000			100					(100	)		-			-			-
Common stock issued to waive the “Equity Conditions”		125,000			125			300		(425	)		-			-			-
Net loss		-			-			-		-			(9,802,952	)		-			(9,802,952	)
Balance at December 31, 2013		71,371,038		$	71,371		$	213,884	$	21,802,783		$	(26,393,937	)	$	-		$	(4,305,899	)

~~Pursuant~~See toaccompanying Rule 144(i) of the Securities Act (“ Rule 144 ”), a “ shell company ” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, prior notes to ~~the~~financial completion of the Asset Purchase Agreement and this filing, we were considered a “ shell company ” pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “ shell company ” (which we believe that we have in connection with the acquisition of the Assets and our change in business focus); 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “ Form 10 information ” has been filed with the Commission reflecting the Company’s status as a non-“ shell company ”, which information has been filed in our Current Report on Form 8-K on May 4, 2012statements. Because none of our non-registered securities can be sold pursuant to Rule 144, until at least a year after the date of the filing of Company’s Current Report on Form 8-K indicating the Company is no longer a shell company, any non-registered securities we sell in the next approximately 2 months or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after the date of such Current Report. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a former “ shell company ” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless.

18F-4

~~Rule~~HEAVY ~~144~~EARTH ~~will not be available for the outstanding shares issued by the Company for a period of at least one year after the filing of the Company’s Current Report on Form 8-K on May 4~~RESOURCES, ~~2012 indicating the Company is no longer a shell company, which means that these shareholders may not be able to sell such shares in the open market during this period~~INC.

~~Rule~~(An ~~144~~Exploration ~~does~~Stage not permit reliance upon such rule for the resale of shares sold after the issuer first became a shell company, until the issuer meets certain requirements, including ceasing to be a shell company, the filing of Form 10-type information, and the filing for a period of one year periodic reports required under the Exchange Act. As a result, the holders of all of the restricted shares will not be able to sell their shares in reliance upon Rule 144 during this waiting period except pursuant to a registration statement filed by us which includes these shares for resale.Company)

WeCONSOLIDATED doSTATEMENTS OF ~~not~~CASH ~~anticipate paying any cash dividends.~~FLOWS

We presently do not anticipate that we will pay any dividends on any of our capital stock in the foreseeable future. The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings, if any, to implement our business plan; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.

	Year Ended December 31,
	2013			2012
Cash Flows from Operating Activities
Net loss	$	(9,802,952	)	$	(8,457,415	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		3,252			8,688
Common stock for services		158,000			-
Common stock issued for late payment penalty		59,250			-
Impairment of oil and gas properties		1,019,430			5,239,268
Loss from sale of subsidiary		7,419,713			-
Interest related to beneficial conversion feature		-			1,500,000
Changes in operating assets and liabilities:
Decrease in restricted cash		542,234			635,593
Decrease in short term investments		-			-
Increase in other receivables		872,015			713,991
Increase in inventory		45,420			(3,377	)
Decrease in accounts payable and accrued liabilities		(2,320,359	)		934,196
Decrease in related party payables		319,815			(2,937,647	)
Net cash used in operating activities		(1,684,182	)		(2,366,703	)

Cash Flows from Investing Activities
(Increase) decrease in short term investments		-			90,940
Acquisition of oil and gas properties		3,418			-
Cost of oil and gas properties, plant & equipment		(193,044	)		(3,850,926	)
Net cash used in investing activities		(189,626	)		(3,759,986	)

Cash Flows from Financing Activities
Cash assumed in reverse merger		-			20,594
Proceeds from the issuance of common stock		-			850,000
Proceeds from convertible notes		-			4,865,000
Net cash provided by financing activities		-			5,735,594

Foreign currency exchange		1,696,637			562,623

Net increase (decrease) in cash		(177,171	)		171,528
Cash, beginning of period		178,136			6,608
Cash, end of period	$	965		$	178,136

Supplemental Cash Flow Information
Cash Paid For:
Interest	$	34,168		$	64,617
Income taxes	$	-		$	-
Non-cash transactions:
Discount to additional paid-in capital from relative fair value of warrants	$	-		$	1,000,000
Common stock for accrued interest	$	70,764		$	-
Common stock for services	$	158,000		$	-

~~Our~~See ~~common~~accompanying ~~stock~~notes ~~may be subject~~ to ~~penny~~financial ~~stock rules, which may make it more difficult for our stockholders to sell their common stock~~statements.

~~Broker~~F-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than $5.00 per share. The penny stock rules require a broker-dealer, prior to a purchase or sale of a penny stock not otherwise exempt from the rules, to deliver to the customer a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.

~~Volatility~~HEAVY inEARTH ~~our~~RESOURCES, ~~common stock price may subject us to securities litigation~~INC.

~~The~~(An ~~market~~Exploration ~~for~~Stage our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.Company)

~~We need~~NOTES ~~additional~~TO ~~capital,~~THE ~~and~~CONSOLIDATED FINANCIAL ~~the sale of additional shares or other equity securities could result in additional dilution to our stockholders.~~STATEMENTS

WeDECEMBER ~~require additional cash resources to fund our operations. To satisfy our cash requirements~~31, we2013 ~~will~~AND seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in significant dilution to our stockholders. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.2012

191. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

WeNature ~~have a substantial number~~ of ~~authorized common shares available for future issuance that could cause dilution of our stockholders’ interest and adversely impact the rights of holders of our common stock.~~Operations

WeHeavy ~~have~~Earth aResources, ~~total~~Inc. (the “Company”) is an oil and gas company focused on exploration and production of ~~300~~oil and natural gas in Central and South America,~~000,000~~ ~~shares~~primarily in the country of ~~common~~Colombia. ~~stock~~The ~~authorized~~Company, ~~for~~through ~~issuance.~~its Aswholly-owned ofsubsidiary ~~April~~Syncline 1Technologies, ~~2013~~Inc., wea ~~had~~Cayman 70Islands exempt company (“Syncline Technologies”) and Syncline Technologies’ wholly owned subsidiary,~~709~~ Deep Core (Barbados) Inc.,~~331~~ a ~~issued~~Barbados corporation (“Deep Core Barbados”) and ~~outstanding~~Deep ~~shares~~Core ofBarbados’ ~~common~~wholly ~~stock~~owned subsidiary, 4Deep Core,~~500~~ Inc. Sucursal (“Deep Core Colombia”) owns a 25% participating interest in exploration and production (“E+P”) Contract No. 5 (the “La Maye Block Contract”) with the Colombian National Hydrocarbons Agency (the “ANH”),~~000~~ which ~~shares~~governs exploration, development and production of ~~common~~hydrocarbons ~~stock~~in ~~reserved~~the ~~for~~La ~~issuance~~Maye ~~upon~~Block ~~conversion~~located ofin ~~outstanding~~the ~~convertible~~Lower ~~debentures~~Magdalena Basin, Colombia (“La Maye Block”). The Company, also through its wholly owned subsidiary Syncline Technologies and 4Syncline Technologies’ wholly owned subsidiary,~~820~~ Deep Core Barbados,~~833~~ ~~shares~~owns ofa ~~common~~15% ~~stock~~participation ~~reserved~~interest ~~for~~in ~~issuance~~the ~~upon~~E+P ~~exercise~~Contract with the ANH (the “Morichito Block Contract”) that governs the exploration, development and production of ~~outstanding~~hydrocarbons ~~warrants~~in the Morichito Block, ~~with~~which ~~219~~is located in the Llanos Basin,~~969~~ Colombia (the “Morichito Block”). Previously,~~836~~ ~~shares~~the ofCompany, through ~~common~~its ~~stock~~former ~~available~~subsidiaries, ~~for~~Deep ~~issuance~~Core, Inc. (“Deep Core”) and DCX SAS (“DCX”), owned a 50% participating oil and gas interest in the Morichito Block.

WeOn ~~may~~August ~~seek~~28, ~~financing~~2013, ~~that~~the ~~could~~Company ~~result~~closed ina ~~the~~transaction with ~~issuance~~Black ofEnergy ~~additional~~Oil ~~shares~~& ofGas ~~our~~Corp., ~~capital~~a ~~stock~~company ~~and/or~~based ~~rights~~in toPanama ~~acquire~~with ~~additional~~principal ~~shares~~operations ofin ~~our~~Colombia ~~capital~~(“Black ~~stock.~~Energy”), for Wethe ~~may~~sale ~~also~~of ~~make~~the ~~acquisitions~~Company’s ~~that~~subsidiary ~~result~~Deep inCore, ~~issuances~~whose ofprincipal ~~additional~~asset ~~shares~~is ofDCX, ~~our~~for ~~capital~~the ~~stock.~~assumption ~~Those~~of ~~additional~~liabilities ~~issuances~~ of ~~capital~~US$6,000,000. As ~~stock would result in~~ a ~~significant~~part ~~reduction~~ of ~~your~~that ~~percentage interest in us. Furthermore~~transaction, the ~~book~~Company ~~value~~retained ~~per~~a ~~share~~15% ofparticipation ~~our~~interest ~~common~~in ~~stock may be reduced. This reduction would occur if~~ the ~~exercise~~Morichito ~~price~~Block ofContract, ~~any~~including ~~issued~~a 100% ~~warrants,~~carry ~~the~~up ~~conversion~~to ~~price~~US$10 ofmillion ~~any~~for ~~convertible~~all ~~notes~~expenses isrelated ~~lower~~to ~~than~~ the ~~book~~Morichito-5 ~~value~~(“M-5”) ~~per~~discovery ~~share~~well ofand ~~our~~either ~~common stock at~~ the ~~time~~M-5B well ~~of such exercise~~ or ~~conversion~~another prospect.

~~The~~On ~~addition~~November of14, a2014, ~~substantial~~the ~~number~~Company ofannounced that ~~shares~~it ofis ~~our~~evaluating ~~common stock into~~ the ~~market~~strategic oralternatives byand ~~the~~eventual ~~registration~~sale of ~~any~~its ofparticipating ~~our~~working ~~other~~interests ~~securities~~in ~~under~~ the ~~Securities~~La ~~Act~~Maye ~~may significantly~~ Block and ~~negatively~~Morachito ~~affect~~Block ~~the~~oil ~~prevailing~~and ~~market~~gas ~~price for our common stock~~contracts. The ~~future~~company ~~sales~~does ofnot ~~shares~~expect ~~of our common stock issuable upon the exercise of outstanding warrants may have a depressive effect on the market price of our common stock, as such warrants would be more likely~~ to begenerate ~~exercised~~sales atproceeds ain ~~time~~excess ~~when the price~~ of ~~our~~its ~~common~~existing ~~stock is greater than the exercise price~~liabilities.

~~Item~~Basis ~~1B.~~of ~~Unresolved~~Presentation ~~Staff~~and ~~Comments.~~Functional Currency

~~None~~These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, and are expressed in United States dollars (“USD”). The Company’s functional currency is Colombian pesos (“COP”) which have been converted to USD based on the exchange rates at December 31, 2013 and 2012, respectively, for purposes of the Company’s balance sheets and the average rates for the years ended December 31, 2013 and 2012, respectively, for purposes of the Company’s statements of operations in accordance with Accounting Standards Codification 830, Foreign Currency Matters (“ASC 830”).

~~Item~~Exploration ~~2. Properties.~~Stage

WeThe ~~have~~Company ~~offices~~has innot ~~San~~produced ~~Francisco,~~revenues ~~California~~from its ~~and~~principal ~~Bogotá,~~business ~~Colombia. We~~and ~~currently~~is ~~rent~~in ~~shared~~the ~~office~~exploration ~~space~~stage ofcompany ~~approximately~~as ~~120~~defined ~~square~~by ~~feet~~ASC 915, ~~located~~Development ~~at 625~~Stage ~~Second~~Entities. ~~Street,~~The ~~#280,~~Company is ~~San~~engaged ~~Francisco,~~in ~~California~~the ~~94107~~acquisition, onexploration, adevelopment ~~month~~and toproduction ~~month~~of ~~basis~~oil and ~~have~~gas ~~not~~properties. ~~entered~~As ~~into~~of ~~any~~December ~~other~~31, ~~lease~~2013, orthe Company ~~long-term~~owned ~~rental~~a ~~agreements~~15% ~~for~~participating oil and gas interest in the ~~property. We~~Morichito ~~lease office~~Block ~~space~~located in ~~Bogotá~~the Llanos Basin, Colombia ~~for~~and ~~approximately~~a ~~$7,238~~25% participating ~~per~~interest ~~month~~in the La Maye Block located in the Lower Magdalena Basin, Colombia.

~~Morichito~~On ~~Block. Through~~November ~~our~~14, ~~subsidiaries~~2014, ~~we currently hold a 50% participating oil and gas interest in~~ the ~~E&P~~Company ~~Contract~~announced that ~~with~~it ~~the~~is ~~ANH~~evaluating ~~governing~~ the ~~Morichito~~strategic ~~Block~~alternatives ~~located~~and ineventual ~~the~~sale ~~Llanos~~of ~~basin,~~its ~~Colombia, in~~participating anworking ~~area~~interests ~~comprising approximately 57,252 acres~~ in the ~~municipalities~~La ofMaye ~~Orocue~~ Block and ~~Mani~~Morachito inBlock ~~the~~oil ~~Casanare~~and ~~department~~gas ofcontracts. ~~Colombia~~The ~~with~~company ~~our~~does ~~majority~~not ~~owned~~expect ~~subsidiary,~~to ~~DCX~~generate assales ~~the~~proceeds ~~ANH~~in ~~approved~~excess ~~operator~~ of ~~the~~its ~~Morichito~~existing ~~Block.~~ liabilities

La Maye Block. Through our subsidiaries, we currently hold a 25% participating oil and gas interest in the E&P Contract with the ANH governing the La Maye Block located in the Lower Magdalena basin, Colombia, in an area comprising approximately 68,473 acres in the municipalities of San Sebastian de Buenavista and San Zenon in the Magdalena and Mompas departments of Colombia. F-6

As discussed in Note 2, the accompanying financial statements have been prepared assuming the Company ~~Reserve~~will ~~Estimates~~continue as a going concern.

~~Our~~Use ~~proved reserve information for DCX as~~ of December 31, 2012 was estimated by Petrotech Engineering Ltd. (“Petrotech”), independent petroleum engineers. In accordance with SEC guidelines, Petrotech’s estimates of future net revenues from our properties, and the PV-10 and standardized measure thereof, were determined to be economically producible under existing economic conditions, which requires the use of the 12-month average price for each product, calculated as the unweighted arithmetic average of the first-day-of-the-month price for the period January 1, 2012 through December 31, 2012, except where such guidelines permit alternate treatment, including the use of fixed and determinable contractual price escalations. Estimates

The ~~technical~~ ~~persons at~~preparation ~~Petrotech~~of ~~are~~financial ~~responsible~~statements ~~for~~in conformity ~~preparing~~with accounting principles generally accepted in the ~~reserves~~United ~~estimates~~States ~~presented~~of ~~herein~~America requires management to make estimates and ~~meets~~ assumptions that affect the ~~requirements~~reported ~~regarding~~amounts ~~qualifications,~~of ~~independence,~~assets ~~objectivity,~~and liabilities and ~~confidentiality~~disclosure ~~set~~of ~~forth~~contingent inassets ~~the~~and ~~Standards~~liabilities at ~~Pertaining~~the todate of the ~~Estimating~~financial statements, and ~~Auditing~~the reported amounts of ~~Oil~~revenues and ~~Gas~~expenses ~~Reserves~~during ~~Information~~the ~~promulgated~~reported byperiods. ~~the~~Actual results ~~Society~~could ofmaterially ~~Petroleum~~differ ~~Engineers~~from those estimates.

20Oil and Gas Properties

~~Petrotech~~The isCompany anfollows ~~independent~~the ~~petroleum~~full ~~engineering~~cost ~~firm~~method ~~specializing~~of accounting infor ~~the~~its ~~technical~~investments ~~and~~in ~~financial evaluation of~~ oil and gas ~~assets~~properties. ~~Petrotech’s~~ ~~report~~Under ~~was prepared under~~ the ~~direction~~full ofcost ~~John Yu~~method, ~~principle~~all ~~consultant~~costs ~~and~~associated ~~President~~with the exploration of ~~Petrotech. Mr.~~properties Yuare ~~earned~~capitalized ainto ~~B.S.~~appropriate ~~degree~~cost incenters ~~Metallurgical~~within ~~Engineering from~~ the ~~University~~full ofcost ~~Alberta~~pool. ~~and~~Internal ~~has~~costs ~~more~~that ~~than~~are 35capitalized ~~years~~are limited ofto ~~experience in~~those ~~engineering~~costs ~~studies,~~that ~~evaluation~~can ofbe ~~oil~~directly ~~and~~identified ~~gas~~with ~~properties~~acquisition, ~~drilling~~exploration, ~~completion, production~~ and ~~process~~development ~~engineering~~activities ofundertaken ~~oil~~ and do ~~gas~~not ~~operations~~include ~~and~~any ~~evaluation~~costs ofrelated ~~mineral~~to ~~properties. Petrotech~~production, ~~and~~general ~~its~~corporate ~~employees~~overhead, ~~have no interest in our Company~~ or insimilar ~~our~~activities. ~~properties,~~Cost ~~were~~centers ~~not~~are ~~employed by our Company~~ established on a ~~contingent~~country-by-country ~~fee~~ basis ~~and were objective in determining our reserves~~.

~~Grant~~Capitalized ~~Draper,~~costs ~~our~~within ~~officer~~the cost centers are amortized on the unit-of-production basis using proved oil and ~~director,~~gas ~~acted~~reserves. asThe cost of investments in unevaluated properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the ~~liaison~~properties. ~~with~~Until such a determination is made, the ~~technical~~properties ~~persons~~are atassessed ~~Petrotech~~annually to ascertain whether impairment has occurred. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.

~~Reserve~~For ~~Technologies~~each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling. The cost center ceiling is equal to: (i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus (ii) the cost of properties not being amortized; plus (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; and less (iv) income tax effects related to differences between the book and tax basis of the properties. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.

~~Proved~~Recent ~~oil~~Accounting and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. To achieve reasonable certainty, Petrotech employed technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and economic data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps and available down well and production data, seismic data, well test data.Pronouncements

~~Reserve~~There ~~Quantities~~were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

We have estimated the following reserve quantity and future net cash flow information for its proved and evaluated reserves located in the Eastern Llanos Basin in Colombia as of December 31, 2012. The determination of oil and gas reserves is based on estimates, which are highly complex and interpretive. The estimates are subject to continuing change as additional information becomes available.F-7

Reserve Category and Quantities	Oil (Bbls)		Present Worth at 10%
Proved Developed Non-Producing Reserves
Balance, January 1, 2012		242,000	$	5,489,000
Extensions and discoveries		-		-
Purchases		-		-
Production		-		-
Balance, December 31, 2012		242,000		5,489,000
Proved Undeveloped Reserves Balance, December 31, 2012		411,000		3,841,000
Total Proved (Evaluated)		895,000	$	11,974,000

2. GOING CONCERN

~~Standardized~~As ~~Measure~~shown in the accompanying financial statements, the Company has incurred a net loss of ~~Discounted~~$9,802,952 ~~Future~~through ~~Net~~December ~~Cash~~31, ~~Flows~~2013 and has a working capital deficiency of $1,805,899 at December 31, 2013. The Company is subject to those risks associated with exploration stage companies. The Company has sustained losses since inception and additional debt and equity financing will be required by the Company to fund its development activities and to monetize economically recoverable oil and gas reserves. However, there is no assurance that the Company will be able to obtain additional financing to further its ongoing activities so that profitable operations can be attained.

~~The~~Management ~~standardized measure of discounted future net cash flows~~ is ~~provided~~currently ~~using~~devoting ~~the~~substantially all ~~12-month unweighted arithmetic average. The oil price used as~~ of ~~December~~its ~~31,~~efforts ~~2012~~to isdevelop ~~the~~strategic ~~2012~~alternatives ~~average~~for ~~price,~~its ~~which~~existing ~~was $105.12 per barrel ("Bbl") of~~ oil. ~~The~~and ~~average~~gas ~~West~~properties ~~Texas~~and ~~Intermediate~~interests ~~light crude oil price for the twelve months of 2012 was $94.23 per barrel~~ and ~~the~~recover ~~Platts~~as ~~Latin American Wire for Vasconia 25° API FOB Coveñas light crude oil was $106.52 per barrel resulting in an average price~~ much of ~~$105.12 per barrel for~~ the ~~23.1°~~Company’s ~~API~~investment ~~for~~as ~~the Morichito oil~~possible. The ~~reason~~Company ~~for~~also ~~the~~continues ~~higher~~to ~~Vasconia~~search ~~oil price is that the exported Colombian oil is being shipped~~ for ~~sales~~additional inproductive ~~the European markets and the pricing is based on Brent crude oil price~~properties. ~~Future~~ ~~production~~There can ~~costs~~be ~~are~~no ~~based~~assurance ~~on year-end costs and include royalty and taxes of approximately 1.9%. Each property~~ that ~~is leased by~~ the Company’s isefforts ~~also~~will ~~charged~~be ~~with~~successful, ~~field-level~~or ~~overhead~~that inthose ~~the~~efforts ~~reserve~~will ~~calculation.~~translate ~~The~~in ~~present~~a ~~value~~beneficial manner ofto ~~future~~the ~~cash inflows is based on a 10% discount~~Company.

21The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

The Company used discounted future net cash flows, which is calculated without deducting estimated future income tax expenses, and the present value thereof as one measure of the value of the Company's current proved reserves and to compare relative values among peer companies without regard to income taxes3. ~~While~~ ~~future~~DIVESTITURE ~~net~~– SALE ~~revenue~~OF and present value are based on prices, costs and discount factors which are consistent from company to company, the standardized measure of discounted future net cash flows is dependent on the unique tax situation of each individual company. As of December 31, 2012, the present value of discounted future net cash flows and the standardized measure of discounted future net cash flows are equal because the effects of estimated future income tax expenses are zero.SUBSIDIARY

~~Management~~On ~~cautions~~August ~~that~~28, 2013, the ~~standard~~Company ~~measure~~closed ofa ~~discounted~~transaction with ~~future~~Black ~~net~~Energy ~~cash~~for ~~flows~~the ~~should~~sale ~~not be viewed as an indication~~ of the ~~fair~~Company’s ~~market~~subsidiary ~~value~~Deep ~~of oil production properties~~Core, ~~nor~~whose ofprincipal ~~the~~asset ~~future~~is ~~cash~~DCX, ~~flows~~for ~~expected~~the toassumption beof liabilities ~~generated~~of ~~there from. The information presented does not give recognition to future changes in estimated reserves~~US$6, ~~selling prices or costs~~000,000.

~~The~~As ~~information~~a ~~required~~part byof ~~Items~~the ~~1204~~transaction, the Company retained a 15% participation interest in the Morichito Block Contract, including a 100% carry up to ~~1208~~US$10 million for all expenses related to the development of ~~Regulation~~the SMorichito-K5 ~~are~~(“M-5”) ~~provided~~discovery aswell ~~follows:~~and either the M5B well or another prospect.

Standardized Measure of Discounted Future Net Cash Flows	December 31, 2012
Future cash flows	$	43,330,000
Future production costs		(15,240,000	)
Future development costs		(4,350,000	)
Future income taxes		-
Future net cash flows before discount		23,740,000
Present value discount @ 10%		(11,766,000	)
Standardized measure of discounted future net cash flows	$	11,974,000

To facilitate the transaction, the Company transferred its ownership of Deep Core Barbados, whose principal asset resides in the 25% participation in La Maye held by its subsidiary, Deep Core Colombia, to Syncline Technologies.

Changes in the Standardized Measure of Discounted Future Net Cash Flows
Standardized measure of discounted future net cash flows at January 1, 2011	$	7,152,000
Purchases of reserves in place		13,685,000
Changes in estimated future production and development costs		(8,863,000	)
Sales of oil and gas produced, net of production costs		-
Net change in income taxes		-
Standardized measure of discounted future net cash flows	$	11,974,000

The Company recorded a loss on the sale of its subsidiary as of August 28, 2013. Consideration for the sale included the participation interest in the Morichito Block Contract, which was valued at $999,850, representing 15% of the total consideration for the assumption of liabilities and intercompany amounts. The consideration was offset by net assets and liabilities of $7,725,403, and intercompany transactions of $694,160, resulting in a loss on sale of $7,419,713.

~~The~~4. ~~information~~OIL ~~required~~AND byGAS ~~Items 1204 to 1208 of Regulation S-K are provided as follows:~~PROPERTIES

~~Production. For~~During the ~~years~~prior ~~ended~~year, ~~December~~DCX ~~31,~~had ~~2012~~the Morichito Block Contract with the ANH for exploration and ~~2011~~development of the Morichito Block in the Eastern Llanos Basin, Colombia. Pursuant to the Morichito Block Contract, DCX ~~had~~maintained noan ~~production~~approximately ~~from~~50% ~~its~~working ~~interests~~interest in the Morichito Block in exchange for a 4% net production royalty and a 1% overriding total production royalty plus other terms and conditions. The Morichito Block is comprised of approximately 23,000 hectares, or 57,000 gross acres. The exploration period was divided into six (6) exploration phases of which five (5) have been completed.

~~Drilling~~As ~~Activity. During~~described ~~the~~in ~~year~~Note ~~ended~~3 ~~December~~above, 31on August 28, 2013, ~~2012~~the Company closed a transaction with Black Energy for the sale of the Company’s subsidiary Deep Core, whose principal asset is DCX, ~~did~~for ~~not~~the ~~conduct~~assumption ~~any~~of ~~drilling~~liabilities ~~activity in~~of US$6,000,000, whereby the Company retained a 15% participation interest in the Morichito Block Contract, including a 100% carry up to US$10 million for the M-5 discovery well and either the M5B well or another prospect.

~~Delivery~~The ~~Commitments. We~~Company’s ~~are~~wholly ~~not~~owned ~~obligated~~subsidiary, Syncline toTechnologies, ~~provide~~owns aDeep ~~fixed~~Core ~~and~~Barbados, ~~determinable~~whose ~~quantity~~wholly owned subsidiary, Deep Core Colombia, holds the principal asset of a ~~oil~~25% orparticipation ~~gas~~interest in the ~~near~~La ~~future~~Maye ~~under~~Block ~~existing~~Contract. ~~contracts~~The orLa ~~agreements~~Maye Block is located in ~~Columbia~~the lower Magdalena Valley Basin and is approximately 68,302 gross acres. The Company believes that this project has been subject to an event of force majeure due to unusually heavy rains during the last three (3) years that have delayed further development of this block. The Company is currently working together with the ANH and its’ partners to consider other options to move the project forward. This includes consideration for a seismic program on the northern portion of the La Maye Block scheduled to be completed by the end of 2014.

22On November 14, 2014, the Company announced that it is evaluating the strategic alternatives and eventual sale of its participating working interests in the La Maye Block and Morachito Block oil and gas contracts. The company does not expect to generate sales proceeds in excess of its existing liabilities.

~~Gross and Net Productive Wells:~~F-8

	December 31, 2012
	Oil		Gas
	Gross	Net	Gross	Net
Colombia	-	-	-	-
	-	-	-	-

5. COMMITMENTS AND CONTINGENCIES

~~Gross~~As ~~and~~part ~~Net~~of ~~Developed~~the ~~Acreage:~~agreement with Black Energy for the sale of the Company’s subsidiary Deep Core, whose principal asset is DCX, Black Energy agreed to assume all of DCX’s liabilities, including certain legal expenses associated with DCX. The Company entered into a guarantee agreement with DCX’s legal counsel, guaranteeing Black Energy’s payment of legal expenses associated with DCX. The expenses total approximately $120,000 USD.

	December 31, 2012
	Oil		Gas
	Gross	Net	Gross	Net
Colombia	-	-	-	-
	-	-	-	-

6. CONVERTIBLE NOTES

~~Gross~~Prior to the closing of the Share Exchange Agreement, Deep Core issued the convertible notes in exchange for an aggregate of $3,365,000 in proceeds. Pursuant to the agreement, Deep Core was obligated to repay the outstanding principal balance and ~~Net~~accrued ~~Undeveloped~~interest ~~Acreage:~~of the convertible notes by June 23, 2012 at an interest rate of 10% per annum, provided, however, that, upon closing of the Share Exchange Agreement while the convertible notes principal balance and unpaid accrued interest of the would automatically convert into shares of our common stock at a conversion price of $0.40 per share.

	December 31, 2012
	Oil		Gas
	Gross	Net	Gross	Net
Colombia	57,247	28,623	-	-
	57,247	28,623	-	-

Upon closing of the Share Exchange on May 3, 2012, the outstanding principal balance and unpaid accrued interest of the convertible notes were all converted at a conversion price of $0.40 per share.

~~Gross~~On August 29, 2012, the Company entered into a securities purchase agreement with two investors providing for the issuance of an aggregate principal value of $1,000,000 of a 6% senior convertible note and ~~Net~~common ~~Productive~~stock ~~Wells:~~purchase warrants to purchase an aggregate of 1,666,667 shares of common stock in exchange for the aggregate for $1,000,000 (the “August 2012 Notes”).

	December 31, 2011
	Oil		Gas
	Gross	Net	Gross	Net
Colombia	-	-	-	-
	-	-	-	-

The August 2012 Notes are due three years from August 29, 2012, the date of issuance. The August 2012 Notes may be converted at any time at the option of the investors into shares of the Company’s common stock at a conversion price of $0.60 per share. The August 2012 Notes bear interest at the rate of 6% per annum at inception, and increased to 12% per annum on March 31, 2013 since the Company had not consummated a primary public offering of its securities with gross proceeds of at least $6,000,000 on or before that date. Since the Company’s common stock was not listed for trading on the Nasdaq Capital Market or the Nasdaq Global Market by January 15, 2014, the interest rate further increased to 15% per annum. Last, in the event of default the rate will increase to 18%. Interest is payable quarterly in cash and may be payable in shares of the Company’s common stock if certain conditions are met, including but not limited to, the condition that the Company is not in default and the daily trading volume for the Company’s common stock exceeds 25,000 shares per trading day. The Company has the option to redeem the August 2012 Notes at 115% of the outstanding principal together with any accrued but unpaid interest at any time if certain conditions are met. The August 2012 Notes are secured by the Company’s oil and gas properties.

~~Gross~~The warrants grant the each investor the right to purchase up to a number of shares of common stock equal to 100% of the shares underlying the principal amount of the convertible notes issued to each respective investor and ~~Net~~have ~~Developed~~an ~~Acreage:~~exercise price of $0.85 per share, are exercisable immediately upon issuance and have a term of exercise of five years from August 29, 2012, the date of issuance.

	December 31, 2011
	Oil		Gas
	Gross	Net	Gross	Net
Colombia	-	-	-	-
	-	-	-	-

Pursuant to ASC 470-20 Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, the Company determined that a beneficial conversion feature is present for the convertible notes issued during the year ended December 31, 2012 using the intrinsic value in the convertible notes adjusted for amounts allocated to the warrant valuation. The intrinsic value of the convertible notes amounted to $909,958 based on the fair market value of common stock on the respective dates of issuance.

~~Gross~~Since the combined value of the warrants ($443,291) plus the intrinsic value of the August 2012 Notes ($909,958) exceeds the fair value of the proceeds received from the issuance of the debt ($1,000,000), the Company is limited to the amount of the proceeds when recording the beneficial conversion feature as debt discount. Using a pro rata contribution, the Company allocated the proceeds first to the warrant valuation in the amount of approximately $443,291 and ~~Net~~the ~~Undeveloped~~remainder ~~Acreage:~~to the beneficial conversion feature in the amount of $556,709. The Company immediately amortized the debt discount of $1,000,000 during the prior year since the debt was convertible upon issuance.

	December 31, 2011
	Oil		Gas
	Gross	Net	Gross	Net
Colombia	57,247	28,623	-	-
	57,247	28,623	-

F-9

23On December 6, 2012, the Company entered into a securities purchase agreement with an investor providing for the issuance of an aggregate principal value of $500,000 of a 6% senior convertible note and common stock purchase warrants to purchase an aggregate of 833,333 shares of common stock in exchange for the aggregate for $500,000 (the “December 2012 Note”).

~~Item~~The 3December 2012 Note is due three years from December 6, 2012, the date of issuance. ~~Legal~~The ~~Proceedings~~December 2012 Note may be converted at any time at the option of the investors into shares of the Company’s common stock at a conversion price of $0.60 per share. The December 2012 Note bears interest at the rate of 6% per annum inception, and increased to 12% per annum on March 31, 2013 since the Company had not consummated a primary public offering of its securities with gross proceeds of at least $6,000,000 on or before that date. Since the Company’s common stock was not listed for trading on the Nasdaq Capital Market or the Nasdaq Global Market by January 15, 2014, the interest rate further increased to 15% per annum. Last, in the event of default the rate will increase to 18%. Interest is payable quarterly in cash and may be payable in shares of the Company’s common stock if certain conditions are met, including but not limited to, the condition that the Company is not in default and the daily trading volume for the Company’s common stock exceeds 25,000 shares per trading day. The Company has the option to redeem the December 2012 Note at 115% of the outstanding principal together with any accrued but unpaid interest at any time if certain conditions are met. The December 2012 Note is secured by the Company’s oil and gas properties.

~~From~~The ~~time~~warrants togrant ~~time,~~each weinvestor ~~may~~the ~~become party~~ right to ~~various~~purchase ~~legal~~up ~~proceedings.~~to Aa ~~significant~~number ~~portion~~of shares of ~~the~~common ~~accounts~~stock ~~payable~~equal onto ~~our~~100% ~~consolidated~~of ~~balance~~the ~~sheet~~shares ~~includes~~underlying ~~amounts~~the ~~owed~~principal toamount ~~vendors~~of ~~that~~the ~~provided~~convertible notes ~~services~~issued to ~~DCX~~each ~~when~~respective itinvestor ~~was owned by PVE~~ and ~~prior~~have toan ~~the~~exercise ~~acquisition~~price byof ~~Deep Core~~$0.85 ~~DCX~~per ~~has~~share, ~~received~~are ~~demands~~exercisable ~~for~~immediately ~~payment~~upon ~~on each of the following payables~~ issuance and wehave ~~expect~~a ~~that~~term ~~formal~~of ~~litigation~~exercise ~~may~~of ~~result~~five ifyears wefrom ~~cannot~~December ~~negotiate~~6, or2012, ~~settle~~ the ~~claims~~date inof ~~the near future:~~issuance.

·Pursuant ~~Claim~~to byASC ~~Marino~~470-20 ~~Sanchez~~Accounting ~~Rolfer~~for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, the Company determined that a beneficial conversion feature is present for ~~payment~~the ofconvertible ~~road~~notes ~~maintenance~~issued ~~and~~during ~~moving~~the ofprior ~~equipment~~year using the intrinsic value in the ~~amount~~December 2012 Note adjusted for amounts allocated to the warrant valuation. The intrinsic value of USthe December 2012 Note amounted to $~~435~~319,~~000;~~779 based on the fair market value of common stock on the respective dates of issuance.

·Since ~~Claim~~the bycombined ~~Direccion~~value deof ~~Impuestos~~the ywarrants ~~Aduanas~~($236,446) plus ~~Nacionales~~the intrinsic value of the December 2012 Note (~~Colombia~~$319,779) ~~National~~exceeded ~~Directorate~~the fair value of ~~Taxes~~the ~~and~~proceeds ~~Customs~~received from the issuance of the debt ($500,000), ~~for~~the ~~payment~~Company is limited to the amount of ~~outstanding~~the ~~tax~~proceeds ~~liabilities~~when recording the beneficial conversion feature as debt discount. Using a pro rata contribution, the Company allocated the proceeds first to the warrant valuation in the amount of USapproximately $~~237~~236,~~986;~~446 and the remainder to the beneficial conversion feature in the amount of $263,554. The Company immediately amortized the debt discount of $500,000 during the prior year since the debt was convertible upon issuance.

·On ~~Claim~~February by8, ~~Falck~~2013, ~~Services~~the ~~Ltda.~~Company entered into a securities purchase agreement with an investor providing for ~~payment~~the issuance of ~~food~~an ~~services~~aggregate principal value of $1,000,000 of a 15% senior convertible note and common stock purchase warrants to purchase an aggregate of 2,000,000 shares of common stock in exchange for the aggregate for $1,000,000. The convertible notes will become due and payable three years from February 8, 2013, the date of issuance. The convertible note may be converted at any time at the option of the investors into shares of the Company’s common stock at a conversion price of $0.50 per share. The warrants grant the each investor the right to purchase up to a number of shares of common stock equal to 100% of the shares underlying the principal amount of USthe convertible notes issued to each respective investor and have an exercise price of $~~151~~0.60 per share,~~000~~ are exercisable immediately upon issuance and have a term of exercise of five years from February 8, 2013.

~~DCX~~The isassumptions ~~also~~used ~~subject~~in ~~to an environmental fine to be levied by~~ the ~~environmental~~Black-Scholes ~~ministry~~option ofpricing ~~Colombia~~model for ~~related to various activities that occurred prior to~~ the ~~acquisition~~Warrants bywere ~~Deep~~as Core. We are negotiating payment of these past obligations and the issues associated with the environmental agency, and we are hopeful that we will be able to obtain favorable resolution of those obligations. We do not expect that any pending claims or potential legal proceedings will have a material adverse effect on our business, results of operations or financial condition.follows:

Item 4. Mine Safety Disclosures.

Risk-free interest rate	0.74	%
Expected volatility of common stock	103	%
Dividend yield	0.00	%
Expected life of warrants and conversion feature	5 years

~~Not applicable.~~F-10

~~PART~~7. IICOMMON STOCK

~~Item~~On 5.February ~~Market~~7, ~~for~~2013, ~~Registrant’s~~the ~~Common~~Company ~~Equity~~issued 200,000 shares ~~Related~~of ~~Stockholder~~its ~~Matters~~common ~~and~~stock ~~Issuer~~to ~~Purchases~~two of(2) ~~Equity~~consultants ~~Securities~~for services at $0.51/share, or $102,000.

~~Reports~~On toApril ~~Shareholders. We~~26, ~~are~~2013, athe ~~reporting~~Company’s ~~company~~board of ~~with~~directors ~~the~~approved: ~~SEC.~~(a) ~~The~~the ~~public~~issuance ~~may~~of ~~read~~178,922 ~~and~~registered ~~copy~~shares ~~any~~of ~~materials~~the ~~filed~~Company’s ~~with~~common ~~the~~stock ~~SEC~~(“Interest atShares”) as ~~the~~payment ~~Security~~of interest and ~~Exchange~~late ~~Commission’s~~fees ~~Public~~on ~~Reference~~its ~~Room~~outstanding atconvertibles ~~100~~notes; Fand ~~Street,~~(b) ~~N.E.~~150,000 ~~Washington,~~restricted ~~D.C.~~shares ~~20549.~~of ~~The~~the ~~public~~Company’s common ~~may~~stock ~~also~~in ~~obtain~~exchange ~~information~~for on the ~~operation~~note ofholder’s agreeing to waive the ~~Public~~“Equity ~~Reference~~Conditions” ~~Room~~set byforth ~~calling~~in the ~~SEC~~notes which ~~at 1-800-SEC-0330. The~~the ~~SEC~~Company ~~maintains~~was anrequired ~~Internet~~to ~~site~~either ~~that~~meet ~~contains~~or ~~reports,~~have ~~proxy~~waived ~~and~~by ~~information~~such ~~statements,~~noteholders ~~and~~prior ~~other~~to ~~information~~issuing ~~regarding~~the ~~issuers~~Interest ~~that~~Shares. ~~file~~The ~~electronically~~Company issued ~~with~~the Interest Shares and the ~~SEC.~~Waiver ~~The~~Shares ~~address~~to ofthe ~~that~~noteholders ~~site~~on isMay ~~http://www~~1, 2013.~~sec.gov.~~

~~Market~~On ~~Information. Our~~July ~~common~~22, ~~stock~~2013, isthe ~~quoted~~Company’s onboard of directors approved the ~~OTCQB~~issuance ~~under~~of: ~~the~~(a) ~~symbol~~281,900 ~~“HEVI”.~~shares ~~This~~of ~~market~~the isCompany’s ~~extremely~~registered ~~limited~~common ~~and~~stock ~~the~~as ~~prices~~payment ~~quoted~~of ~~are~~interest on ~~not~~its aoutstanding ~~reliable~~convertible ~~indication~~notes; of(b) ~~the~~125,000 ~~value~~shares of ~~our~~the Company’s restricted common stock. ~~For~~in ~~the~~exchange ~~year~~for ~~ended~~in ~~December~~exchange for ~~31,~~the ~~2012,~~note ~~shares~~holders’ ofagreeing ~~our~~to ~~common~~waive ~~stock~~the ~~have~~“Equity ~~only~~Conditions” ~~been~~set ~~thinly~~forth ~~traded. For~~in the ~~period~~notes ~~indicated,~~which the ~~following~~Company ~~table~~was required ~~sets~~to ~~forth~~either meet or have waived by such note holders prior to issuing the ~~high~~Interest Shares; and ~~low~~(c) ~~bid~~100,000 ~~prices~~restricted ~~per~~shares of ~~share~~the ofCompany’s common stock. ~~These~~to ~~prices~~its ~~represent~~legal ~~inter-dealer~~counsel ~~quotations~~in ~~without~~exchange ~~retail~~for ~~markup,~~such ~~markdown,~~legal orcounsel ~~commission~~agreeing ~~and~~to ~~may~~defer ~~not~~payment ~~necessarily~~for ~~represent~~fees owed ~~actual~~for ~~transactions~~legal services provided until the Company is able to close its next financing.

	High ($)		Low ($)
Fiscal Year 2012
First Quarter*	$	--	$	--
Second Quarter (period from May 7, 2012 to June 30, 2012)	$	0.85	$	0.50
Third Quarter	$	0.90	$	0.64
Fourth Quarter	$	0.80	$	0.50

On November 6, 2013, the Company’s board of directors approved the issuance of 107,785 shares of the Company’s restricted common stock as payment to a consultant for business and financial services.

*ThereOn ~~was~~November no6, ~~market~~2013, ~~for~~the ~~our~~Company’s board of directors approved the issuance of: (a) 310,813 shares of the Company’s registered common stock ~~during~~as ~~this~~payment ~~period~~of interest on its outstanding convertible notes; and (b) 300,000 shares of the Company’s restricted common stock in exchange for in exchange for the note holders’ agreeing to waive the “Equity Conditions” set forth in the notes which the Company was required to either meet or have waived by such note holders prior to issuing the Interest Shares.

248. RELATED PARTY PAYABLES

~~Holders. The~~During ~~approximate~~the ~~number~~period ofended ~~stockholders~~December ~~of record at April 30~~31, 2013, the ~~was~~Company ~~90.~~received ~~The~~advances ~~number~~ of ~~stockholders~~$306,935 offrom ~~record~~officers ~~does~~and ~~not~~shareholders, ~~include~~for ~~beneficial~~operating ~~owners~~costs ofand ~~our~~expenses. ~~common~~These ~~stock,~~advances ~~whose shares~~ are non-interest ~~held~~bearing inand ~~the~~are ~~names~~repaid ofas ~~various~~cash ~~dealers,~~becomes ~~clearing agencies, banks, brokers and other fiduciaries~~available.

~~Dividend Policy~~9. We ~~have~~SUBSEQUENT never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors.EVENTS

~~Securities~~Share ~~Authorized~~Purchase ~~For Issuance Under Equity Compensation Plans. As of April 30, 2013, we had no compensation plans under which our equity securities were authorized for issuance.~~Agreement

~~Recent~~The ~~Sales~~Company, through Syncline Technologies’ wholly owned subsidiary, Deep Core Barbados, entered into a Share Purchase Agreement on February 20, 2014 with New Horizon Exploration, Inc., a Texas corporation (“New Horizon”), for Deep Core Barbados’ proposed purchase of ~~Unregistered~~100% ~~Securities~~of the outstanding equity ownership of New Horizon in exchange for a purchase price of $800,000. ~~There~~ ~~have~~New ~~been~~Horizon noserves ~~sales~~as the operator of ~~unregistered~~the ~~securities~~La ~~within~~Maye Block. If the ~~last~~Company ~~three~~closes ~~(3)~~this ~~years~~acquisition, ~~which~~Deep ~~would~~Core Barbados will acquire New Horizon’s remaining participating interest in the La Maye Block Contract. Certain conditions must be ~~required~~met prior to beclosing ~~disclosed~~including, ~~pursuant~~but not limited to, ~~Item~~the ~~701~~completion of the ~~Regulation~~Company’s ~~S-K,~~due ~~except~~diligence review on both New Horizon and its’ Colombian subsidiary prior to closing and approval from the ANH for the ~~following:~~transfer of New Horizon’s participating interest rights to Deep Core Barbados.

On May 3, 2012, we closed a share exchange agreement (the “Exchange Agreement”) with Deep Core Inc. (“Deep Core”) pursuant to which we issued (i) 250,000 shares of our $0.001 par value common stock to Deep Core’s sole shareholder in exchange for all outstanding shares of company stock of Deep Core and (ii) 8,574,042 shares of our common stock to nine holders of outstanding convertible promissory notes of Deep Core (the “Notes”), in exchange for the conversion of the outstanding principal and accrued interest due on all of the Notes at a conversion price of $0.40 per share.F-11

InManagement connection with the Exchange Agreement and simultaneously with the closing of the Share Exchange, we entered into a subscription agreement with an investor pursuant to which we issued 500,000 shares of our common stock to the investor in exchange for $200,000 in proceeds. The shares were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act, which exemption is specified by the provisions of Regulation S promulgated pursuant to that act by the SEC.Changes

OnEffective ~~June~~September 1215, ~~2012~~2014, weAnthony ~~entered~~Ives resigned ~~into~~as ~~a subscription agreement with a foreign investor pursuant to which we issued to~~ the ~~investor~~Chief ~~(i)~~Financial ~~416~~Officer,~~666~~ ~~shares of our common stock at a purchase price of $0.60 per share (the “Shares”) and (ii) a common stock purchase warrant granting the right to purchase 104~~Secretary,~~167~~ ~~shares~~Treasurer ~~of our common stock at an exercise price of $1.25 per share, in exchange for $250,000 in proceeds. The shares~~ and ~~warrant were issued in~~ a ~~transaction~~member ~~which we believe satisfies the requirements~~ of ~~that exemption from~~ the ~~registration~~Board ~~and prospectus delivery requirements~~ of ~~the~~Directors ~~Securities Act, which exemption is specified by the provisions~~ of ~~Regulation S promulgated pursuant to that act by~~ the ~~SEC~~Company.

On ~~June~~November 203, ~~2012~~2014, weGrant ~~entered~~Draper ~~into~~resigned as ~~a subscription agreement with an investor pursuant to which we issued to~~ the ~~investor (i) 333~~President,~~333~~ ~~shares~~Chief ofExecutive ~~our~~Officer ~~common~~and ~~stock at~~ a ~~purchase~~member ~~price~~ of ~~$0.60 per share and (ii) a common stock purchase warrant granting~~ the ~~right~~Board ~~to purchase 83,333 shares~~ of ~~our~~Directors ~~common stock at an exercise price~~ of ~~$1.25~~Heavy ~~per~~Earth ~~share in exchange for $200~~Resources,~~000~~ ~~in proceeds~~Inc. ~~The shares and warrant were issued in a transaction which we believe satisfies~~ (the ~~requirements~~“Company”), effective ofimmediately ~~that~~upon ~~exemption from~~ the ~~registration~~appointment ~~and prospectus delivery requirements~~ of ~~the~~Brian ~~Securities~~Ladin ~~Act,~~as ~~which exemption is specified by~~ the ~~provisions~~Company’s ofnew ~~Section~~sole ~~4(2)~~director ~~of that act~~ and ~~Rule~~sole ~~506~~executive ~~of Regulation D promulgated pursuant to that act by the SEC~~officer.

On ~~July~~November 113, ~~2012~~2014, weBrian ~~entered~~Hepp ~~into~~resigned ~~subscription agreements with three investors pursuant to which we issued to~~ as the ~~investors~~Chief ~~(i)~~Operating anOfficer ~~aggregate~~and ~~of 333,332 shares of our common stock at~~ a ~~purchase~~member ~~price~~ of ~~$0.60 per share and (ii) common stock purchase warrants granting~~ the ~~right~~Board ~~to purchase an aggregate~~ of ~~83,333~~Directors ~~shares~~ of ~~our~~the ~~common stock at an exercise price of $1.25 per share in exchange for $200~~Company,~~000~~ ineffective ~~proceeds.~~immediately ~~The~~upon ~~shares and warrants were issued in a transaction which we believe satisfies~~ the ~~requirements~~ appointment of ~~that~~Brian ~~exemption~~Ladin ~~from~~as the ~~registration~~Company’s ~~and~~new ~~prospectus~~sole ~~delivery~~director ~~requirements of the Securities Act, which exemption is specified by the provisions of Section 4(2) of that act~~ and ~~Rule~~sole ~~506~~executive ~~of Regulation D promulgated pursuant to that act by the SEC~~officer.

On ~~August~~November 293, ~~2012~~2014, weThe ~~entered~~Company’s ~~into~~Board of aDirectors ~~securities~~appointed ~~purchase~~Mr. ~~agreement~~Brian ~~with~~Ladin, ~~two~~age ~~investors~~42, ~~pursuant~~as ~~to which we issued to~~ the ~~investors~~Company’s ~~(i)~~President, anChief ~~aggregate~~Executive ~~principal~~Officer, ~~value~~Chief ofOperating $1Officer,~~000~~ Secretary,~~000~~ ofTreasurer ~~6% senior convertible debentures~~ and ~~(ii)~~sole ~~common~~member ~~stock~~of ~~purchase warrants granting~~ the ~~right~~Company’s toBoard ~~purchase an aggregate~~ of 1Directors,~~666,667~~ ~~shares~~to ofhold ~~our~~office ~~common~~until ~~stock at an exercise price of $0.85 per share in exchange for $1,000,000 in proceeds. The shares and warrants were issued in a transaction which we believe satisfies~~ the ~~requirements~~Company’s ofnext annual ~~that~~meeting ~~exemption from the registration and prospectus delivery requirements~~ of ~~the~~its ~~Securities~~shareholders ~~Act,~~or ~~which~~until ~~exemption~~his ~~is specified by the provisions of Section 4~~successor(2s) ofare ~~that~~duly ~~act~~elected and ~~Rule 506 of Regulation D promulgated pursuant to that act by the SEC~~qualified.

25Business Operations

On November 2014, ~~2012~~2014, wethe ~~entered~~Company ~~into~~announced that ait ~~subscription~~is ~~agreement~~evaluating ~~with a foreign investor pursuant to which we issued to~~ the ~~investor~~strategic ~~(i)~~alternatives ~~50,000 shares of our common stock at a purchase price of $0.60 per share~~ and ~~(ii)~~eventual ~~common~~sale ~~stock purchase warrants granting the right to purchase 50,000 shares~~ of ~~our~~its ~~common~~participating ~~stock at~~working aninterests ~~exercise price of $0.85 per share~~ in ~~exchange~~the ~~for~~La ~~$30,000~~Maye ~~in proceeds. The shares~~ Block and ~~warrant~~Morachito ~~were~~Block ~~issued~~oil ~~in a transaction which we believe satisfies the requirements of that exemption from the registration~~ and ~~prospectus~~gas ~~delivery~~contracts. ~~requirements~~The ofCompany ~~the~~does ~~Securities~~not ~~Act,~~expect ~~which~~to ~~exemption~~generate issales ~~specified~~proceeds byin ~~the~~excess ~~provisions~~ of ~~Regulation~~its Sexisting ~~promulgated pursuant to that act by the SEC~~liabilities.

On December 6, 2012, we entered into a securities purchase agreement with a foreign investor pursuant to which we issued to the investor (i) an aggregate principal value of $500,000 of 6% senior convertible debentures and (ii) common stock purchase warrants granting the right to purchase an aggregate of 833,333 shares of our common stock at an exercise price of $0.85 per share in exchange for $500,000 in proceeds. The shares and warrant were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act, which exemption is specified by the provisions of Regulation S promulgated pursuant to that act by the SEC.F-12

OnItem ~~December 20, 2012, we issued 200,000 shares of our common stock to two consultants at a purchase price of $0~~9.77 ~~per~~Changes ~~share. The shares and warrant were issued~~ in ~~a transaction which we believe satisfies the requirements of that exemption from the registration~~ and ~~prospectus~~Disagreements ~~delivery~~with ~~requirements~~Accountants ofon ~~the~~Accounting ~~Securities Act, which exemption is specified by the provisions of Section 4(2) of that act~~ and ~~Rule~~Financial ~~506 of Regulation D promulgated pursuant to that act by the SEC~~Disclosure.

On February 13, 2013, we entered into a securities purchase agreement with a foreign investor pursuant to which we issued to the investor (i) an aggregate principal value of $1,000,000 of 15% convertible debentures and (ii) common stock purchase warrants granting the right to purchase an aggregate of 2,000,000 shares of our common stock at an exercise price of $0None.60 per share in exchange for $1,000,000 in proceeds. The shares and warrant were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act, which exemption is specified by the provisions of Regulation S promulgated pursuant to that act by the SEC.

~~Purchases~~Item of9A. ~~Equity~~Controls ~~Securities~~and Procedures. ~~None.~~

NoEvaluation ~~Equity~~of ~~Compensation~~disclosure ~~Plan. We~~controls ~~do not have any securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan~~ and ~~do not plan to implement such a plan~~procedures.

~~Penny~~We ~~Stock~~maintain ~~Regulation. Trading~~controls ofand procedures ~~our~~designed ~~securities~~to ~~will~~ensure that information required to be disclosed in the ~~over-~~reports that we file or submit under the~~-counter~~ ~~markets~~Securities Exchange ~~which~~Act ~~are~~of ~~commonly~~1934 ~~referred~~is to(i) asrecorded, processed, summarized and reported within the ~~“pink~~time ~~sheets”~~periods orspecified onin the ~~OTC~~rules ~~Bulletin~~and ~~Board.~~forms of Asthe aSEC ~~result,~~and an(ii) ~~investor~~that ~~may~~such ~~find~~information itis ~~more~~accumulated ~~difficult~~and communicated to ~~dispose~~our ~~of,~~principal orexecutive and principal financial officers to ~~obtain~~allow ~~accurate~~timely ~~quotations~~decisions regarding required disclosure. Based upon their evaluation of those controls and procedures performed as toof December 31, 2013, the ~~price~~date of this report, our Principal Executive Officer and the ~~securities~~Principal ~~offered~~Financial Officer concluded that our disclosure controls and procedures were not effective. Such conclusions are due to the presence of material weaknesses in our internal control over financial reporting, as described below, and our limited staff, which affects timely filings.

~~Shares~~Management’s ofannual ~~our~~report common stock will probably be subject to rules adopted the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on ~~certain~~internal control ~~national~~over ~~securities~~financial ~~exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system)~~reporting. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:

·Our aPrincipal ~~description~~Executive Officer ~~of the nature~~ and ~~level~~our ofPrincipal ~~risk~~Financial inOfficer ~~the~~are ~~market~~responsible for ~~penny~~establishing ~~stocks in both public offerings~~ and ~~secondary~~maintaining ~~trading;~~adequate ·internal acontrol ~~description~~over offinancial reporting. ~~the~~Internal ~~broker’s~~control orover ~~dealer’s~~financial ~~duties~~reporting tois ~~the~~defined ~~customer~~in ~~and~~Rule of13a-15(f) ~~the rights~~ and ~~remedies~~15d-15(f) ~~available~~promulgated tounder the ~~customer~~Securities Exchange ~~with~~Act ~~respect to violation to such duties or other requirements~~ of ~~securities’~~1934 ~~laws;~~as · a ~~brief,~~process ~~clear,~~designed ~~narrative description of a dealer market~~by, ~~including~~or ~~"bid"~~under ~~and "ask” prices for penny stocks and~~ the ~~significance~~supervision of, ~~the~~our ~~spread~~principal ~~between~~executive ~~the "bid"~~ and ~~"ask"~~principal ~~price;~~financial ·officers and aeffected ~~toll-free~~by ~~telephone~~our ~~number~~board ~~for~~of ~~inquiries~~directors, onmanagement ~~disciplinary~~and ~~actions;~~other ·personnel, ~~definitions~~to ofprovide ~~significant~~reasonable ~~terms~~assurance inregarding the ~~disclosure~~reliability of ~~document~~financial orreporting inand the ~~conduct~~preparation of ~~trading~~financial instatements ~~penny~~for ~~stocks;~~external ~~and~~purposes ~~· such other information and is~~ in ~~such~~accordance ~~form~~with ~~(including~~generally ~~language,~~accepted accounting ~~type,~~principles ~~size~~ and ~~format),~~includes asthose ~~the~~policies ~~Securities~~ and ~~Exchange~~procedures ~~Commission shall require by rule or regulation.~~that:

26● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~Prior~~Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to ~~effecting~~be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any ~~transaction~~evaluation inof ~~penny~~effectiveness ~~stock,~~to future periods are subject to the ~~broker-dealer~~risk ~~also~~that ~~must~~controls ~~provide~~may become inadequate because of changes in conditions, or that the ~~customer~~degree of compliance with the ~~following:~~policies or procedures may deteriorate.

·Our ~~the~~Principal ~~bid~~Executive Officer and ~~offer~~our ~~quotations~~Principal ~~for~~Financial ~~the~~Officer ~~penny~~assessed ~~stock; ·~~ the ~~compensation~~effectiveness of ~~the~~our ~~broker-dealer~~internal ~~and~~control ~~its~~over ~~salesperson~~financial inreporting ~~the~~as ~~transaction; · the number~~ of December ~~shares~~31, to2013. ~~which~~In ~~such~~making ~~bid~~this ~~and ask prices apply~~assessment, ormanagement ~~other~~used ~~comparable information relating to~~ the ~~depth~~criteria ~~and~~set ~~liquidity~~forth ofby the ~~market~~Committee ~~for~~of ~~such~~Sponsoring ~~stock;~~Organizations of ~~and · monthly account statements showing~~ the ~~market~~Treadway ~~value~~Commission ofInternal ~~each~~Control ~~penny~~— ~~stock~~Integrated ~~held in the customer’s account~~Framework.

InBased ~~addition~~on our assessment, our ~~the~~Principal ~~penny~~Executive ~~stock~~Officer ~~rules~~and ~~require~~our ~~that~~Principal ~~prior~~Financial toOfficer abelieve ~~transaction~~that, inas aof ~~penny~~December ~~stock~~31, ~~not~~2013, ~~otherwise~~our ~~exempt~~internal ~~from~~control over ~~those~~financial ~~rules,~~reporting ~~the~~is ~~broker-dealer~~not ~~must~~effective ~~make~~based aon ~~special~~those ~~written~~criteria, ~~determination~~due ~~that~~to the ~~penny~~following: ~~stock~~(1) islack of a ~~suitable~~functioning ~~investment~~audit ~~for~~committee due ~~the~~to ~~purchaser~~a ~~and~~lack ~~receive~~of ~~the~~a ~~purchaser’s~~majority ~~written~~of ~~acknowledgment~~independent ofmembers ~~the~~and ~~receipt~~a lack of a ~~risk~~majority ~~disclosure~~of ~~statement,~~outside adirectors ~~written~~on ~~agreement~~our toboard ~~transactions~~of ~~involving~~directors, ~~penny~~resulting in ~~stocks,~~ineffective ~~and~~oversight ain ~~signed~~the establishment and ~~dated~~monitoring ~~copy~~ of arequired ~~written~~internal ~~suitably~~controls ~~statement. These~~and ~~disclosure~~procedures; ~~requirements~~(2) ~~may~~lack ~~have~~of ~~the~~proper segregation ~~effect~~ of ~~reducing~~functions, ~~the~~duties ~~trading~~and ~~activity~~responsibilities inwith ~~the~~respect ~~secondary~~to ~~market~~our ~~for~~cash aand ~~stock~~control ~~that~~over ~~becomes subject to~~ the ~~penny~~disbursements ~~stock~~related ~~rules. Holders~~thereto due ofto ~~shares of~~ our ~~common~~very ~~stock~~limited ~~may~~staff, ~~have~~including ~~difficulty~~our ~~selling~~accounting ~~those~~personnel; ~~shares~~and ~~because~~(3) ~~our~~ineffective ~~common~~controls ~~stock~~over ~~will~~period ~~probably~~end befinancial ~~subject~~disclosure and toreporting ~~the penny stock rules~~processes.

~~Purchases of Equity Securities. None during the period covered by this report.~~17

~~Item~~Management 6believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. ~~Selected~~However, ~~Financial~~management believes ~~Data~~that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

~~Not~~In ~~applicable~~light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

~~Item~~This 7report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report ~~Discussion~~was ~~and~~not ~~Analysis~~subject ofto ~~Financial~~attestation ~~Condition~~by ~~and~~our ~~Results~~registered public accounting firm pursuant to temporary rules of ~~Operations~~the SEC that permit us to provide only management’s report in this report.

~~This~~Changes following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in ~~the~~internal ~~following~~controls ~~information~~over ~~have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable~~financial reporting. ~~Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.~~

~~The~~There ~~assumptions~~was ~~used~~no ~~for~~change ~~purposes of the forward-looking statements specified~~ in our ~~the~~internal ~~following~~controls ~~information~~over ~~represent~~financial ~~estimates~~reporting ofthat ~~future~~occurred ~~events~~during ~~and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result,~~ the ~~identification~~period ~~and~~covered ~~interpretation~~by ofthis data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occurreport, ~~the~~which ~~outcome~~has ~~may~~materially ~~vary substantially from anticipated~~ affected, or ~~projected results, and, accordingly, no opinion~~ is ~~expressed~~reasonably onlikely ~~the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating~~ to ~~the~~materially ~~forward-looking statements specified in the following information are accurate~~affect, ~~and~~our weinternal ~~assume~~controls noover ~~obligation~~financial ~~to update any such forward-looking statements~~reporting.

~~Critical~~Item ~~Accounting Policy and Estimates~~9B. ~~Our~~ ~~Management’s~~Other Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of AmericaInformation. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Annual Report on Form 10-K.

27None.

~~Basis of Presentation and Functional Currency~~18

The financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, and are expressed in United States dollars (USD). The Company’s functional currency is Colombian pesos (COP) which have been converted to USD based on the exchange rates of COP $1,767 and COP $1,942 and to USD $1.00 at December 2012 and December 2011, respectively, for purposes of the Company’s balance sheets and the average rates of COP $1,796 and COP $1,846 to USD $1.00 for the years ended December 31, 2012 and December 31, 2011, respectively, for purposes of the Company’s statements of operations in accordance with accounting standards codification 830, Foreign Currency Matters (ASC 830).PART III

~~Use~~Item 10. ofDirectors, ~~Estimates~~Executive Officers and Corporate Governance.

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

~~Cash~~The following table sets forth information regarding our current and ~~Cash~~former ~~Equivalents~~executive officers and directors as well as other key members of our management. Our officers and directors will serve one-year terms or until our next annual meeting of shareholders, whichever is longer.

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

Name	Age	Position
Grant Draper	50	Former Chief Executive Officer, President, Director
Anthony Ives	50	Former Chief Financial Officer, Secretary, Treasurer, Director
Brian Hepp	58	Former Chief Operating Officer, Director
Brian Ladin	42	Chief Executive Officer, Sole Director

~~Fair~~Grant Draper, ~~Value~~age 50, was our Chief Executive Officer, President and a Director from December 2011 through October 2014. On November 3, 2014, Grant Draper resigned as our President, Chief Executive Officer and a member of ~~Financial~~the ~~Instruments~~Board of Directors. Mr. Draper has more than 13 years of experience in the management of public companies and participation in financial transactions. From December 2008 to May 2011, Mr. Draper served as a Managing Director with FTI Consulting Inc., a global business advisory firm. Prior to joining FTI Consulting Inc., Mr. Draper served as the President and Chief Operating Officer of The Element Agency Inc. and Affirm Americas Strategic Communications Inc. in New York City from April 2005 to December 2008. Mr. Draper is a member of Thorium One’s Advisory Board, is a frequent speaker presenting at American Strategic Management Institute and National Directors Institute events and is regularly quoted in the media including Bloomberg, TIME, The New York Times and New York Daily News. He earned his Bachelor of Arts degree in English from the University of Alberta – Edmonton in 1987 and a Masters in Business Administration degree in Finance from Columbia University Business School in 2001. Mr. Draper is not an officer or director of any other reporting company.

~~Pursuant~~Anthony Ives, toage ~~ASC~~50, Nowas our Chief Financial Officer and a Director from December 2011 through September 2014. ~~825~~On September 15, 2014, Anthony Ives resigned as our Chief Financial ~~Instruments~~Officer, Secretary, Treasurer and a member of the ~~Company~~Boardof isDirectors. ~~required~~Mr. toIves ~~estimate~~has more than 20 years of investment experience in the ~~fair~~capital ~~value~~markets, including Merrill Lynch, the City of ~~all~~Sacramento’s ~~financial~~Treasurer’s Office, ~~instruments~~the ~~included~~California onState ~~its~~Public ~~balance~~Employees’ ~~sheets~~Retirement System (CalPERS), the nation’s largest public pension fund firm, and mutual fund Jurika & Voyles. ~~The~~ ~~carrying~~From ~~value~~September 2009 to August 2011, Mr. Ives served as the Chief Financial Officer of ~~cash~~Banneker Ventures in Washington, ~~short~~D.C. ~~term~~Mr. ~~investments~~Ives is the founder of the nonprofit Grupo de Apoyo al Desarrollo (GAD) in Honduras and has served as its executive director since 2005. GAD assists indigenous populations to start businesses, ~~other~~implement ~~receivables~~nature conservation and protection programs, ~~inventory~~including reforestation projects, ~~accounts~~and ~~payable~~has created a national scholarship program that has supported over 200 young scholars through high school and ~~accrued~~university. ~~expenses~~Mr. ~~approximate~~Ives ~~their~~serves ~~fair~~as ~~value~~President ~~due~~of tothe Board of Directors for GAD and on the ~~short~~Board ~~period~~of toDirectors ~~maturity~~of the Mesoamerican Conservation Trust Fund (MCTF), and is nominated as an Ashoka Fellow of Mexico ~~these~~for ~~instruments~~his work in sustainable development in Latin America.

~~Oil~~Mr. Ives’ professional accomplishments include co-management of the CalPERS internal equity fund, a neutral fund, and ~~Gas~~the ~~Properties~~state deferred compensation fund. In 1997, Mr. Ives joined the Jurika & Voyles mutual fund where he served as Vice-President and Director of Trading.

~~The~~Mr. Ives ~~Company~~also ~~follows~~served ~~the~~as ~~full~~a ~~cost~~business ~~method~~consultant ofto ~~accounting~~the ~~for~~U.S. ~~its~~Peace ~~investments~~Corps in ~~oil~~Honduras ~~and~~from ~~gas~~July ~~properties.~~2003 ~~Under~~to ~~the~~October ~~full~~2005. ~~cost~~Mr. ~~method,~~Ives ~~all~~earned a ~~costs~~Bachelor ~~associated with the exploration~~ of ~~properties~~Science ~~are~~degree ~~capitalized~~in ~~into~~Business ~~appropriate~~from ~~cost~~California ~~centers~~State ~~within~~University, ~~the~~Sacramento ~~full~~in ~~cost~~1992 ~~pool.~~and ~~Internal~~a ~~costs~~Masters ~~that~~in ~~are~~Business ~~capitalized~~Administration degree ~~are~~in ~~limited~~Finance tofrom ~~those~~California ~~costs~~State ~~that~~University, ~~can~~Sacramento bein ~~directly~~1997. ~~identified~~Mr. ~~with~~Ives ~~acquisition,~~is ~~exploration,~~fluent ~~and~~in ~~development~~Spanish. ~~activities~~Mr. ~~undertaken~~Ives ~~and~~is do not ~~include~~an ~~any costs related to production, general corporate overhead,~~ officer or ~~similar~~director ~~activities.~~of ~~Cost~~any ~~centers~~other ~~are~~reporting ~~established on a country-by-country basis~~company.

The Share Exchange between us and Deep Core is deemed to be a reverse acquisition. The transaction between Deep Core and DCX is also deemed to be a reverse acquisition, where Deep Core (the legal acquirer) is deemed to be the accounting acquiree and DCX (the legal acquire) is considered the accounting acquirer. The assets and liabilities were transferred at their historical cost with our capital structure. We are deemed a continuation of the business of Deep Core and its subsidiary, DCX, and the historical financial statements of DCX became our historical financial statements, which the condensed pro forma balance sheet and condensed statement of operations depict our recapitalization. For further information, please refer to our Current Report on Form 8-K filed on May 4, 2012. 19

~~The~~Brian Hepp, ~~following~~58, ~~discussion~~was ofour ~~financial~~Chief ~~condition~~Operating Officer and ~~results~~a Director since October 2012 through October 2014. Brian Hepp resigned as our Chief Operating Officer and a member of ~~operations~~the ~~should~~Board beof ~~read~~Directors. Mr. Hepp has more than 30 years of experience in ~~conjunction~~global ~~with~~petroleum engineering ~~(i)~~operations. ~~our~~From ~~financial~~June ~~statements~~2002 ~~for~~to present, Mr. Hepp served as President of Rocky Mountain Limited, an independent oil and gas consulting firm. From January 2006 to June 2011, Mr. Hepp served as the ~~period~~Director ~~ended~~of ~~December~~Group 31Operations at Northern Petroleum PLC, ~~2012~~a United-Kingdom based oil and gas company. Prior to that, ~~(ii)~~Mr. ~~Deep~~Hepp ~~Core’s~~served ~~audited~~as ~~financial~~the ~~statements~~Vice President of Operations for ~~the~~Bitech Petroleum ~~period~~Corp. from ~~inception~~February ~~(March~~1998 29to January 2002. From April 1986 to August 1993, ~~2011)~~Mr. ~~through~~Hepp ~~December~~served 31in various executive capacities at Talisman Energy/BP Canada in Calgary, ~~2012~~Canada. Mr. Hepp began his career as a Process Engineer at Fluor Canada, ~~together~~an ~~with~~engineering, procurement ~~notes~~and ~~thereto~~construction company based in Calgary, ~~(iii)~~Canada. ~~DCX’s~~Mr. ~~audited~~Hepp ~~financial~~is ~~statements~~a ~~for~~member of the ~~years~~Association ~~ended~~of ~~December~~Professional 31Engineers, Geologists ~~2012~~ and ~~December~~Geophysicists 31of Alberta, ~~2011~~a Chartered Engineer in the United Kingdom, ~~together~~a Fellow of the Institute of Chemical Engineering, a European Engineer registered with ~~notes~~the ~~thereto~~European asFederation ~~included~~of National Engineering Associations and a member of the Society of Petroleum Engineers. He earned his Bachelor of Arts degree in ~~this~~Chemical ~~Annual~~Engineering ~~Report~~from onthe ~~Form~~University ~~10-K~~of Saskatchewan in 1982 and a Master of Arts degree in Administration from Gonzaga University in 1990. Mr. Hepp is not an officer or director of any other reporting company.

28Brian Ladin, 42, has been our President, Chief Executive Officer, Chief Operating Officer, Secretary, Treasurer and sole member of the Company’s Board of Directors since November 2014. Mr. Ladin is the founder of Delos Investment Management and the co-founder of Delos Shipping. Delos is an investment management firm focused on commodity-linked investments as well as catalyst-driven investment opportunities. Prior to Delos, Mr. Ladin was a partner at Bonanza Capital, a $600 million investment manager. At Bonanza, he was responsible for investments in shipping technology, telecommunications, media as well as direct investments. Prior to Bonanza, Mr. Ladin was a partner at Talisman Capital, where he identified and executed over seventy direct investments in both public and private companies in the United States and abroad. Mr. Ladin is a Chartered Financial Analyst (“CFA”). He was formerly a member of the board of directors of Affinity Media (private) and Points International Ltd. (NASDAQ:PCOM). Mr. Ladin earned a BA in Political Economy from Tulane University.

~~For the year ended December 31, 2012, as compared to the year ended December 31, 2011.~~ Key Personnel

~~Results~~Joshua H. Rosenfeld, Ph. D. is our senior geological consultant. Dr. Rosenfeld has over 45 years of ~~Operations~~geological experience, including 20 years living in Latin America, and has led petroleum and mineral resource exploration projects in Mexico, Belize, Guatemala, Colombia, Argentina, and Canada. In his 20 years with Amoco Production Company (now BP), Dr. Rosenfeld was responsible for evaluating and recommending appropriate action on petroleum exploration opportunities including managing seismic and drilling operations. Dr. Rosenfeld has published several papers on the economic geology of petroleum and mineral resources.

~~Revenues~~All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. We ~~had~~All noofficers ~~revenues~~are ~~for~~appointed annually by the ~~year~~board ~~ended~~of ~~December~~directors 31and, ~~2012~~subject ~~and~~to ~~2011~~employment agreements (which do not currently exist), serve at the discretion of the board. Currently, our directors receive no compensation.

~~Operating~~There is ~~Expenses~~no family relationship between any of our officers or directors. For the ~~year~~past ~~ended~~ten ~~December 31~~years, ~~2012,~~there ~~our~~have ~~total~~been ~~operating~~no ~~expenses~~orders, ~~were $7~~judgments,~~689,425~~ or ~~which~~decrees ~~consisted~~ of ~~exploration~~any ~~and~~governmental ~~lease~~agency ~~operating~~or ~~costs~~administrator, or of ~~$_107~~any court of competent jurisdiction,~~584,~~ ~~depreciation~~revoking ~~and~~or ~~amortization~~suspending ~~expense~~for cause ofany $8license,~~688,~~ ~~general~~permit ~~and~~or ~~administrative~~other ~~expenses~~authority ofto ~~$1,094,167,~~engage ~~and~~in ~~legal~~the ~~and~~securities ~~professional~~business ~~fees~~or in the sale of ~~$1,248,406. By~~a ~~comparison,~~particular ~~for~~security ~~the~~or ~~year~~temporarily or ~~ended~~permanently ~~December~~restraining ~~31,~~any ~~2011,~~of our ~~total~~officers ~~operating~~or ~~expenses~~directors ~~were~~from $1engaging in or continuing any conduct,~~017,604~~ ~~which~~practice ~~consisted~~or ofemployment in ~~exploration~~connection ~~and~~with ~~lease~~the ~~operating~~purchase ~~costs~~or sale of ~~$91~~securities,~~752,~~ ~~depreciation~~or ~~and~~convicting ~~amortization~~such ~~expense~~person of ~~$27,488,~~any ~~general~~felony ~~and~~or ~~administrative~~misdemeanor ~~expenses~~involving ofa ~~$780~~security,~~334,~~ or ~~and~~any ~~legal~~aspect ~~and~~of ~~professional~~the ~~fees~~securities business or of ~~$145,518~~theft or of any felony.

~~Net Loss~~Corporate Governance. For the year ended December 31, 2012, we had a net loss of $8,457,415. By comparison, for the year ended December 30, 2011, we had a net loss of $1,009,073. We expect to incur net losses for the foreseeable future.

~~Liquidity and Capital Resources~~Committees. ~~As of December 31, 2012, our total assets were $13,035,737.~~ Our ~~total~~Board ~~current assets consist~~ of ~~cash and~~Directors ~~cash~~does ~~equivalents of~~not ~~$178,136,~~currently ~~restricted~~have ~~cash~~a ofcompensation ~~$542,234,~~committee ~~short~~or ~~term~~nominating ~~investments~~and ofcorporate ~~$103,211,~~governance ~~inventory~~committee ~~of $45~~because,~~420,~~ due ~~other receivables of $873,965 . Restricted cash of $542,234 represents amounts held on account with a fiduciary~~ to ~~guarantee~~the ~~payment~~Board ~~to one~~ of ~~DCX~~Director’s ~~main~~composition ~~suppliers~~and ~~for~~our ~~exploration~~relatively ~~and~~limited ~~development~~operations, ~~activities. Short~~the ~~term~~Board ~~investments~~ of ~~$103,211include~~Directors ~~amounts~~believes onit ~~deposit~~is able to beeffectively ~~held~~manage ~~in excess of~~ the ~~three~~issues ~~months~~normally ~~that~~considered ~~are used as stand-~~by ~~letters~~such ~~of credit for the Colombian ANH for future exploration and development costs~~committees. ~~Inventory of~~ ~~$45,420~~Our ~~consists~~Board of ~~barrels~~Directors ofmay ~~oil~~undertake ~~extracted~~a ~~during~~review ~~our exploratory testing on~~ of the ~~Morichito~~need ~~Block~~for ~~and~~these ~~are~~committees ~~stated at the lower of cost or market. Our other receivable of $873,965 consists of amounts due from working interest partners~~ in the ~~Morichito Block for the seismic exploration costs and employees~~future.

As of December 31, 2012, our oil and gas properties of $11,024,000 and property plant and equipment of $234,453 less accumulated depreciation and amortization of $27,078. Our oil and gas properties of $11,292,771 consist of the net costs incurred for evaluated properties and in exploration and development activities as of December 30, 2012 for our interest in the Morichito Block which includes approximately 57,252 gross acres and our interest in the La Maye Block which includes approximately 68,252 gross acres. 20

~~Our~~Audit Committee ~~total current liabilities of $6,516,192 consist of accounts payable~~ and ~~accrued~~Financial ~~expenses~~Expert. ~~of $6~~Presently,~~456,722,~~ ~~and~~the ~~related~~Board ~~party payables~~ of ~~$59,470,~~Directors acts as ofthe ~~December~~audit ~~31, 2012~~committee. A ~~significant~~The ~~portion~~Board of ~~the~~Directors ~~accounts~~does not ~~payable~~have onan ~~our~~audit ~~consolidated~~committee ~~balance~~financial ~~sheet~~expert. asThe Board of ~~December~~Directors ~~31,~~has ~~2012,~~not ~~includes~~yet ~~amounts~~recruited ~~owed to vendors that provided services to DCX when it was owned by PVE and prior to the acquisition by Deep Core. DCX is also subject to~~ an ~~environmental~~audit ~~fine~~committee tofinancial ~~be levied by the environmental ministry of Colombia related~~ expert to ~~various~~join ~~activities that occurred prior to~~ the ~~acquisition~~board ~~by Deep Core. We are negotiating payment~~ of ~~these~~directors ~~assumed~~because ~~liabilities and the issues associated with the environmental agency, and~~ we ~~are~~have ~~hopeful~~only ~~that~~recently wecommenced ~~will~~a besignificant ~~able~~level ~~to obtain favorable resolution~~ of ~~those~~financial ~~obligations~~operations.

WeSection 16(A) ~~have~~Beneficial ~~been~~Ownership ~~financing~~Reporting ~~our~~Compliance. ~~operations~~Section ~~through~~16(a) of the ~~sale~~Securities Act of 1934 requires our directors, executive officers, and any persons who own more than 10% of a registered class of our equity securities~~. Prior~~, to ~~the~~file ~~closing~~reports of ownership and changes in ownership with the ~~Share~~SEC. ~~Exchange,~~SEC ~~Deep~~regulation ~~Core~~requires ~~issued~~executive ~~promissory~~officers, ~~notes~~directors toand ~~nine~~greater ~~holders~~than in10% ~~exchange~~stockholders ~~for~~to furnish anus ~~aggregate~~with copies of ~~$3,365,000~~all inSection ~~proceeds~~16(a) forms they file. On ~~the~~Based ~~closing~~solely on our review of the ~~Share~~copies ~~Exchange~~of such forms received by us, ~~the~~or ~~outstanding~~written ~~principal~~representations ~~balance~~from ~~and~~certain ~~unpaid~~reporting ~~accrued~~persons, ~~interest~~we ofbelieve ~~those~~that ~~notes~~during ~~converted~~the ~~into~~year ~~shares~~ended ofDecember 31, 2013, our ~~common~~executive officers, ~~stock~~directors, atand agreater ~~conversion~~than ~~price~~10% ofstockholders ~~$0.40~~complied ~~per~~with ~~share~~all applicable filing requirements.

OnCode of ~~May~~Ethics. 3,We ~~2012~~have ~~and~~not ~~concurrent~~yet ~~with~~adopted ~~the~~a ~~closing~~code of ~~the~~ethics ~~Share~~that ~~Exchange~~applies to our principal executive officer, weprincipal ~~sold~~financial ~~500~~officer,~~000~~ principal ~~shares~~accounting ofofficer ~~our~~or ~~common~~controller, ~~stock~~or persons performing similar functions, due to aour ~~non-U~~size and current stage of development.S. We ~~investor~~plan into ~~exchange~~adopt ~~for~~a ~~$200~~Code of Ethics,~~000,~~ orwhich ~~$0.40~~we ~~per~~will ~~share~~post on a corporate website.

OnDirector Independence. ~~May~~None ~~3, 2012, we cancelled 9,324,042 shares~~ of our ~~common~~directors ~~stock~~are ~~from~~deemed aindependent. ~~director~~Our indirectors ~~connection~~also ~~with~~hold ~~the~~positions ~~Share~~as ~~Exchange~~officers. 

29Item 11. Executive Compensation

OnSummary Compensation ~~June 12, 2012, we issued 416,666 shares at a purchase price of $0~~Table.~~60 per share and a common stock purchase warrant to purchase an aggregate of 104,167 shares of common stock in exchange for $250,000. The warrants have an exercise price of $1.25.~~

OnThe compensation ~~June 20, 2012, we issued 333,333 shares at a purchase price~~ of ~~$0.60~~the ~~per~~named ~~share~~executive ~~and~~officers afor ~~common~~the ~~stock~~fiscal ~~purchase~~years ~~warrant~~ended toDecember ~~purchase~~31, ~~an aggregate of 83~~2013,~~333~~ ~~shares~~and ~~of common stock in exchange for $200~~2012,~~000. The~~ ~~warrants~~is ~~have~~shown ~~an exercise price of $1.25.~~below:

On July 11, 2012, we entered into subscription agreements with three investors pursuant to which we issued to the investors (i) an aggregate of 333,332 shares of our common stock at a purchase price of $0.60 per share and (ii) common stock purchase warrants granting the right to purchase an aggregate of 83,333 shares of our common stock at an exercise price of $1.25 per share in exchange for $200,000 in proceeds. The shares and warrants were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act, which exemption is specified by the provisions of Section 4(2) of that act and Rule 506 of Regulation D promulgated pursuant to that act by the SEC.

Name and Principal Position	Year		Salary $		Bonus $		Stock Awards $		Option Awards $		Non-Equity Incentive Plan Compensation $		Change in Pension Value and Nonqualified Deferred Compensation Earnings $		All Other Compensation $		Total $

Grant Draper, President, CEO		2013		0		0		0		0		0		0		0		0

Anthony Ives, CFO, Secretary, and Treasurer (1)		2013		55,000		0		0		0		0		0		0		55,000

Brian Hepp, COO		2013		0		0		0		0		0		0		0		0

David Choi, Secretary, Treasurer (2)		2013

Grant Draper, President, CEO		2012		74,097		0		0		0		0		0		100,000		174,097

Anthony Ives, CFO		2012		74,097		0		0		0		0		0		65,000		139,097

Brian Hepp, COO		2012		0		0		0		0		0		0		65,000		65,000

David Choi, Secretary, Treasurer		2012		0		0		0		0		0		0		0		0

On August 29, 2012, we entered into a securities purchase agreement with two investors pursuant to which we issued to the investors (i) an aggregate principal value of $1,000,000 of 6% senior convertible debentures and (ii) common stock purchase warrants granting the right to purchase an aggregate of 1,666,667 shares of our common stock at an exercise price of $0.85 per share in exchange for $1,000,000 in proceeds. The shares and warrants were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act, which exemption is specified by the provisions of Section 4(2) of that act and Rule 506 of Regulation D promulgated pursuant to that act by the SEC.

	(1)	On March 8, 2013, Anthony Ives was appointed as the Company’s Secretary and Treasurer.

	(2)	On March 5, 2013, David Choi resigned as our Secretary, Treasurer and a director.

On November 20, 2012, we entered into a subscription agreement with a foreign investor pursuant to which we issued to the investor (i) 50,000 shares of our common stock at a purchase price of $0.60 per share and (ii) common stock purchase warrants granting the right to purchase 50,000 shares of our common stock at an exercise price of $0.85 per share in exchange for $30,000 in proceeds. The shares and warrant were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act, which exemption is specified by the provisions of Regulation S promulgated pursuant to that act by the SEC.21

On December 6, 2012, we entered into a securities purchase agreement with a foreign investor pursuant to which we issued to the investor (i) an aggregate principal value of $500,000 of 6% senior convertible debentures and (ii) common stock purchase warrants granting the right to purchase an aggregate of 833,333 shares of our common stock at an exercise price of $0Employment Contracts.85 per share in exchange for $500,000 in proceeds. The shares and warrant were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act, which exemption is specified by the provisions of Regulation S promulgated pursuant to that act by the SEC.

OnWe currently ~~December~~do ~~20,~~not ~~2012,~~have weany ~~issued~~employment ~~200,000~~contracts. ~~shares~~We ofanticipate ~~our~~entering ~~common~~into ~~stock~~employment toagreements ~~two~~with ~~consultants at a purchase price of $0~~Mr.77 ~~per~~Draper, ~~share~~Mr. ~~The~~ ~~shares~~Ives and Mr. ~~warrant~~Hepp, ~~were issued in a transaction which we believe satisfies~~ the ~~requirements~~terms of ~~that~~which ~~exemption~~will ~~from~~be ~~the~~disclosed ~~registration~~when ~~and~~available, ~~prospectus~~pursuant ~~delivery~~to ~~requirements~~which ofMr. ~~the Securities Act~~Draper, ~~which~~Mr. ~~exemption~~Ives isand ~~specified~~Mr. byHepp ~~the~~are ~~provisions~~expected to ofreceive ~~Section~~a ~~4(2)~~salary ~~of that act~~ and/or ~~Rule~~stock ~~506~~based ~~of Regulation D promulgated pursuant to that act by the SEC~~compensation.

As of December 31, 2012, we have cash and cash equivalents of $178,135. We expect that our future available capital resources will consist primarily of cash on hand, cash generated from our business, if any, and future debt andStock Options/orSAR ~~equity financings, if any~~Grants.

~~Recent~~No grants ~~Events. On February 13, 2013, we entered into a securities purchase agreement with a foreign investor pursuant to which we issued to the investor (i) an aggregate principal value~~ of ~~$1,000,000~~stock ofoptions ~~15%~~or ~~convertible debentures and (ii) common~~ stock ~~purchase~~appreciation ~~warrants~~rights ~~granting~~were ~~the~~made ~~right~~since ~~to purchase an aggregate of 2,000,000 shares of~~ our ~~common~~date ~~stock at an exercise price~~ of ~~$0.60~~incorporation ~~per share~~ in ~~exchange~~June ~~for $1,000,000 in proceeds~~2004. The shares and warrant were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act, which exemption is specified by the provisions of Regulation S promulgated pursuant to that act by the SEC.

30Long-Term Incentive Plans

~~During~~As of December 31, 2013, we ~~expect~~had ~~that~~no ~~our~~group ~~subsidiaries~~life, ~~will~~health, ~~continue~~hospitalization, toor ~~incur~~medical ~~significant~~reimbursement ~~exploration~~or ~~and~~relocation ~~development~~plans ~~costs as we exploit our interests~~ in ~~the~~effect. ~~Morichito Block~~Further, ~~La Maye Block and other interests~~ we ~~may~~had ~~acquire.~~no ~~Our~~pension ~~exploration~~plans ~~and~~or ~~lease~~plans operating costs in the Morichito Block and La Maye Block will be significant and will continue to impact our liquidity. We may also incur additional costs related to any potential acquisition of oil and gas properties or ~~interests~~agreements inwhich ~~Colombia~~provide ~~and~~compensation ~~other~~on areas of Central and South America. We also expect to incur significant professional fees associated with being a public company as well as significant general and administrative expenses. Those fees will be higher as our business volume and activity increases and will continue to impact our liquidity. Other than the ~~exploration~~event ~~and~~of ~~development~~termination ~~costs for the Morichito Block and the La Maye Block, any potential acquisitions costs and anticipated increases in legal and accounting costs and general and administrative expenses, we are not aware~~ of ~~any~~employment ~~other known trends, events~~ or ~~uncertainties,~~corporate change ~~which~~in ~~may affect our future liquidity~~control.

~~We need~~Outstanding Equity ~~additional~~Awards ~~funds to satisfy our working capital requirements to operate~~ at ~~our~~Fiscal current level of activity for the next twelve months. Our forecast for the period for which our financial resources will be inadequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We must raise additional capital to continue and expand our operations. We cannot guarantee that additional funding will be available on favorable terms, if at all. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows. Additionally, these alternatives could be highly dilutive to our existing shareholders, and may not provide us with sufficient funds to meet our longYear-~~term capital requirements~~end. We have and may continue to incur substantial costs in the future in connection with raising capital to fund our business, including investment banking fees, professional fees and other costs. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is insufficient to satisfy our capital needs, we will be required to reduce operating costs, which could hinder our future development of the Morichito Block and the La Maye Block.

WeAs of ~~are~~the ~~not~~year ~~currently~~ended ~~conducting~~December ~~any~~31, ~~research~~2013, ~~and~~each ~~development~~named ~~activities. We~~executive doofficer ~~not~~had ~~anticipate~~these ~~conducting~~unexercised ~~such~~options, ~~activities~~stock ~~in the near future. We do not anticipate~~ that wehas ~~will need to hire additional employees or independent contractors at this time. We do~~ not ~~anticipate~~vested, ~~that~~and equity weincentive ~~will~~plan ~~need to purchase or lease additional equipment for the foreseeable future.~~awards:

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.

Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options # Exercisable		# Un-exercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options		Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock Not Vested		Market Value of Shares or Units Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested		Value of Unearned Shares, Units or Other Rights Not Vested

Grant Draper, President, CEO		0		0		0		0	n/a		0		0		0		0

Anthony Ives, CFO, Secretary, Treasurer (1)		0		0		0		0	n/a		0		0		0		0

Brian Hepp, COO		0		0		0		0	n/a		0		0		0		0

David Choi, Secretary, Treasurer (2)		0		0		0		0	n/a		0		0		0		0

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

	(1)	On March 8, 2013, Anthony Ives was appointed as the Company’s Secretary and Treasurer.

	(2)	On March 5, 2013, David Choi resigned as our Secretary, Treasurer and a director.

~~Not applicable.~~22

~~Item 8~~Director Compensation. ~~Financial~~The ~~Statements~~following ~~and~~concerns ~~Supplementary~~the ~~Data.~~compensation of our directors for their service as directors during the fiscal year ended December 31, 2013:

The financial statements required by Item 8 are presented in the following order:

Name	Fees Earned or Paid in Cash		Stock Awards $		Option Awards $		Non-Equity Incentive Plan Compensation $		Non-Qualified Deferred Compensation Earnings $		All Other Compensation $		Total $
Grant Draper		0		0		0		0		0		0		0

Anthony Ives		0		0		0		0		0		0		0

Brian Hepp		0		0		0		0		0		0		0

David Choi (1)		0		0		0		0		0		0		0

~~TABLE~~(1) OFOn ~~CONTENTS~~March 5, 2013, David Choi resigned as our Secretary, Treasurer and a director.

Report of Independent Registered Public Accounting Firm	32
Balance Sheets	33
Statements of Operations	34
Statements of Changes in Stockholders’ Deficit	35
Statements of Cash Flows	36
Notes to Financial Statements	37

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

31The following table sets forth, as of June 22, 2015, the number and percentage of outstanding shares of our common stock owned by: (a) each of our directors and executive officers; (b) each person who is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; and (c) all current directors and executive officers, as a group.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percentage of Class (1)
Common Stock	Brian Ladin 2101 Cedar Springs Road Suite 1525 Dallas, TX 75201	0 Shares Chief Executive Officer and Director		0	%
Common Stock	Christopher Radomski 3334 East Coast Highway, Suite 321 Corona Del Mar, CA 92625	6,547,705 Shares (2) Shareholder		9.17	%
Common Stock	Jayson Woodbridge 2355 Pickett Road Calistoga, CA 94515	6,272,000 Shares (3) Shareholder		8.05	%
Common Stock	Peter Geddes 15828 Ventura Boulevard, Suite 213 Encino, California 91436	4,365,971 Shares (4) Shareholder		8.88	%
Common Stock	All Executive Officers and Directors as a group	0 Shares		0	%

To the Board of Directors and Stockholders

	(1)	Based on 71,371,038 shares of the company’s common stock issued and outstanding as of January 22, 2015.

	(2)	Calculated using the Schedule 13D filed with the SEC on September 30, 2011 by Christopher Radomski and the 32 for 1 forward stock split which occurred on October 17, 2011 and includes 83,333 shares of common stock and 20,833 shares of common stock issuable upon exercise of warrants issued to Christopher Radomski pursuant to a Subscription Agreement dated July 11, 2012.

	(3)	Calculated using the Schedule 13D filed with the SEC on September 30, 2011 by Jayson Woodbridge and the 32 for 1 forward stock split which occurred on October 17, 2011.

	(4)	Calculated using the Schedule 13D/A filed with the SEC on October 31, 2012 by Peter Geddes and the 32 for 1 forward stock split which occurred on October 17, 2011 and includes 166,666 shares of common stock and 41,667 shares of common stock issuable upon exercise of warrants issued to Peter Geddes pursuant to a Subscription Agreement dated July 10, 2012.

~~Heavy~~Beneficial ownership ~~Earth~~is ~~Resources~~determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, ~~Inc~~shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

~~San~~Changes in ~~Francisco,~~Control. ~~California~~Our management is not aware of any arrangements which may result in a change in control.

We have audited the accompanying consolidated balance sheets of Heavy Earth Resources, Inc. (an exploration stage company) as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholder’s equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.23

~~We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~Item 13. ~~Those~~ ~~standards~~Certain ~~require~~Relationships ~~that we plan~~ and ~~perform~~Related ~~the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have~~Transactions, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and ~~disclosures~~Director ~~in the financial statements~~Independence. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

InConflicts Related ~~our opinion, the financial statements referred~~ to ~~above~~Other ~~present~~Business ~~fairly, in all material respects, the financial position of Heavy Earth Resources, Inc~~Activities. (an exploration stage company) as of December 31, 2012 and 2011, 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 persons ~~accompanying financial~~serving ~~statements have been prepared assuming that the Company will continue~~ as aour ~~going~~officers ~~concern.~~and Asdirectors ~~more~~have ~~fully~~existing ~~described~~responsibilities and, in ~~Note~~the 2future, ~~the~~may ~~Company~~have ~~has~~additional ~~incurred~~responsibilities, to ~~recurring~~provide ~~operating~~management ~~losses~~ and ~~has~~services ~~an accumulated deficit. These conditions raise substantial doubt about the Company’s ability~~ to ~~continue~~other asentities ~~a going concern. Management’s plans~~ in ~~regard~~addition to ~~these~~us. ~~matters~~As ~~are~~a ~~also~~result, ~~described~~conflicts inof ~~Note~~interest ~~2. The~~between ~~financial~~us ~~statements~~and dothe other ~~not~~activities ~~include~~of ~~any~~those ~~adjustments~~persons may ~~result~~occur from ~~the~~time ~~outcome~~to ~~of this uncertainty~~time.

QWe will ~~Accountancy~~attempt ~~Corporation~~to resolve any such conflicts of interest in our favor. Our officers and directors are accountable to us and our shareholders as fiduciaries, which requires that such officers and directors exercise good faith and integrity in handling our affairs. A shareholder may be able to institute legal action on our behalf or on behalf of that shareholder and all other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts in any manner prejudicial to us.

~~Irvine,~~Related Party ~~California~~Transactions.

~~May~~Since the 15beginning of our last fiscal year, ~~2013~~there have been no related party transactions, except for the following:

32● During the period ended December 31, 2013, the Company received advances of $306,935 from officers and shareholders for operating costs and expenses. These advances are non-interest bearing and are repaid as cash becomes available.

~~HEAVY~~There have ~~EARTH~~been ~~RESOURCES~~no other related party transactions, ~~INC.~~or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K

~~(An~~Director Independence. ~~Exploration Stage Company)~~

~~BALANCE~~None of ~~SHEETS~~our directors are deemed independent using the definition of independence under the rules of the SEC.

~~DECEMBER~~Item 14. ~~31,~~Principal ~~2012~~Accounting ~~AND~~Fees ~~2011~~and Services.

ASSETS
	2012			2011
Current assets:
Cash and cash equivalents	$	178,136		$	6,608
Restricted cash		542,234			1,177,827
Short term investments		103,211			194,151
Other receivables		873,965			1,659,974
Inventory		45,420			42,043
Total current assets		1,742,966			3,080,603
Oil and gas properties (full cost method) Evaluated		11,024,000			9,478,635
Property, plant and equipment
Well machinery and equipment		234,453			53,670
Furniture, fixtures and other		61,396			54,625
Less: accumulated depletion, depreciation and amortization		(27,078	)		(18,390	)
Net oil and gas properties, plant and equipment		11,292,771			9,568,540
Total assets	$	13,035,737		$	12,649,143
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	6,456,722		$	5,522,526
Related party payables		59,470			2,997,117
Total current liabilities		6,516,192			8,519,643
Convertible notes payable		1,500,000			-
Stockholders’ Equity:
Common stock, $0.001 par value 300,000,000 shares authorized, 70,509,331 and 69,376,000 shares issued and outstanding, respectively		70,509			69,376
Additional paid in capital		21,540,021			10,901,254
Deficit accumulated during exploration stage		(14,894,348	)		(6,436,933	)
Accumulated other comprehensive loss		(1,696,637	)		(404,197	)
Total stockholders’ equity		5,019,545			4,129,500
Total liabilities and stockholders’ equity	$	13,035,737		$	12,649,143

Audit Fees.

~~See~~The aggregate ~~accompanying~~fees ~~notes~~billed toin each of the years ended December 31, 2013 and 2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those years were $57,300 and $72,250, respectively.

33Audit-Related Fees.

~~HEAVY~~There were ~~EARTH~~no ~~RESOURCES~~fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees” for the fiscal years ended December 31, ~~INC~~2013 and 2012.

~~(An~~Tax Fees. ~~Exploration Stage Company)~~

~~STATEMENTS~~For the OFfiscal ~~OPERATIONS~~years ended December 31, 2013 and 2012, our principal accountants did not render any services for tax compliance, tax advice, and tax planning work.

~~FOR~~All Other ~~THE~~Fees. ~~YEARS ENDED DECEMBER 31, 2012 AND 2011~~None.

	2012			2011
Oil and gas revenues	$	-		$	-
Operating costs and expenses:
Exploration and lease operating costs		107,584			91,752
General and administrative		1,094,167			780,334
Legal and professional		1,248,406			145,518
Impairment of oil and gas properties		5,239,268			-
Total operating costs and expenses		7,689,425			1,017,604
Loss from operations		(7,689,425	)		(1,017,604	)
Other income (expense):
Interest expense		(87,367	)		(89,073	)
Interest expense, beneficial conversion feature		(1,500,000	)		-
Foreign currency gain (loss)		729,817			93,377
Other		89,560			4,227
Total other income (expense)		(767,990	)		8,531
Net loss before income taxes		(8,457,415	)		(1,009,073	)
Provision for income taxes		-			-
Net loss	$	(8,457,415	)	$	(1,009,073	)

Pre-Approval Policies and Procedures.

~~See~~Prior to ~~accompanying~~engaging ~~notes~~our accountants to ~~financial~~perform ~~statements~~a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.

3424

~~HEAVY~~Item 15. ~~EARTH RESOURCES~~Exhibits, ~~INC~~Financial Statement Schedules.

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~(~~DEFICIT~~a) Financial Statements.

~~FOR~~Included in ~~THE~~Item ~~YEARS ENDED DECEMBER 31, 2012 AND 2011~~8.

	Shares			Par Value			Additional Paid-In Capital		Deficit Accumulated During Exploration Stage			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance, January 1, 2011		69,376,000		$	69,376		$	173,824	$	(422,426	)	$	-		$	(179,226	)
Recapitalization		-			-			10,727,430		(5,005,434	)		(135,851	)		5,586,145
Foreign currency translation		-			-			-		-			(268,346	)		(268,346	)
Net loss		-			-			-		(1,009,073	)		-			(1,009,073	)
Balance, December 31, 2011		69,376,000			69,376			10,901,294		(6,436,933	)		(404,197	)		4,129,500
Shares issued for Deep Core		250,000			250			6,424,650		-			-			6,424,900
Shares issued for conversion of notes		8,574,042			8,574			3,356,426		-			-			3,365,000
Shares cancelled		(9,324,042	)		(9,324	)		9,324		-			-			-
Common stock issued for cash		1,633,331			1,633			848,367		-			-			850,000
Foreign currency translation		-			-			-		-			(1,292,440	)		(1,292,440	)
Net loss		-			-			-		(8,457,415	)		-			(8,457,415	)
Balance, December 31, 2011		70,509,331		$	70,509		$	21,540,021	$	(14,894,348	)	$	(1,696,637	)	$	5,019,545

(b) Exhibits required by Item 601.

See accompanying notes to financial statements.

Exhibit		Description
2.1		Share Exchange Agreement by and among the Registrant and Deep Core Inc. dated May 3, 2012., incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed on May 4, 2012.

3.1		Articles of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.1 of our Form 10-SB filed on December 13, 2007.

3.1.2		Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1.2 of our Form 10-SB filed on December 13, 2007.

3.1.3		Articles of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on October 18, 2011.

3.2		Bylaws, incorporated by reference to Exhibit 3.2 to our Form 10-SB filed on December 13, 2007.

4.1		Form of Registration Rights Agreement by and among Deep Core Inc. and the Holders., incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on May 4, 2012.

4.2		Form of Registration Rights Agreement by and among Deep Core Inc. and the non-U.S. investor., incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed on May 4, 2012.

4.3		Form of Registration Rights Agreement, incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on June 18, 2012.

4.4		Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on September 4, 2012.

4.5		Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on December 12, 2012.

4.6		Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on February 15, 2013.

10.1		Debt Cancellation Agreement, dated May 12, 2011, incorporated by reference to Exhibit 10.1 of our Annual Report on Form 10-K filed on May 18, 2011.

10.2		Form of Convertible Promissory Note by and among Deep Core Inc. and the Holders., incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on May 4, 2012.

10.3		Form of Subscription Agreement by and among the Registrant and the non-U.S. investor, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on May 4, 2012.

10.4		Stock Cancellation Agreement by and among the Registrant and David Choi dated May 3, 2012, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on May 4, 2012.

10.5		Share Purchase Agreement by and among Petro Vista Energy Corp., Petro Vista Energy Holdings (Barbados) Corp. and Deep Core Inc. dated May 4, 2012, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K/A filed on May 11, 2012.

10.6		Withdraw and Transfer Agreement by and among SK Innovation Co. Ltd., Petroamerica International Corp. and DCX S.A.S. dated May 15, 2012. incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on May 17, 2012.

10.7		Form of Subscription Agreement, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 18, 2012.

10.8		Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on June 18, 2012.

3525

HEAVY EARTH RESOURCES, INC.

10.9		Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on September 4, 2012.

10.10		Form of 6% Senior Convertible Debenture, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on September 4, 2012.

10.11		Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on September 4, 2012.

10.12		Form of Subsidiary Guarantee, incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed on September 4, 2012.

10.13		Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on December 12, 2012.

10.14		Form of 6% Senior Convertible Debenture, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on December 12, 2012.

10.15		Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on December 12, 2012.

10.16		Form of Subsidiary Guarantee, incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed on December 12, 2012.

10.17		Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on February 15, 2013.

10.18		Form of 15% Convertible Debenture, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on February 15, 2013.

10.19		Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on February 15, 2013.

10.20		Form of Subsidiary Guarantee, incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed on February 15, 2013.

17.1		Resignation of Julie Mirman as President and Director, incorporated by reference to Exhibit 17.1 of our Current Report on Form 8-K filed on March 31, 2010.

17.2		Resignation of Michael Davis as President and Director, incorporated by reference to Exhibit 17.1 of our Current Report on Form 8-K filed on December 8, 2011.

17.3		Resignation of Anthony Ives as Chief Operating Officer, incorporated by reference to Exhibit 17.1 of our Current Report on Form 8-K filed on October 24, 2012.

21		List of Subsidiaries.

31.1		Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

99.1		Evaluation of the Interests of DCX S.A.S. in the Morichito Block in the Eastern Llanos Basin, Colombia incorporated by reference to Exhibit 99.1 of our Annual Report on Form 10-K filed on May 22, 2013.

101.ins		XBRL Instance Document

101.sch		XBRL Taxonomy Schema

101.cal		XBRL Taxonomy Calculation Linkbase

101.def		XBRL Taxonomy Definition Linkbase

101.lab		XBRL Taxonomy Label Linkbase

101.pre		XBRL Taxonomy Presentation Linkbase

~~(An Exploration Stage Company)~~26

~~STATEMENTS OF CASH FLOWS~~SIGNATURES

~~FOR~~Pursuant to ~~THE~~the ~~YEARS~~requirements ~~ENDED~~of ~~DECEMBER~~the 31Securities Exchange Act of 1934, ~~2012~~the ~~AND~~Registrant ~~2011~~has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		2012			2011
	Heavy Earth Resources, Inc. a Florida corporation
Cash flows from operating activities:
June 25, 2015	By:	/s/ Brian Ladin
Net loss		$	(8,457,415	)	$	(1,009,073	)
		Brian Ladin
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Principal Executive and Accounting Officer and Sole Director
Depreciation and amortization			8,688			27,448
Gain (loss) on equipment			-			(8,519	)
Impairment of oil and gas properties			5,239,268			-
Interest related to beneficial conversion feature			1,500,000			-
Changes in operating assets and liabilities:
(Increase) decrease in restricted cash			635,593			(1,059,297	)
(Increase) decrease in other receivables			713,991			(1,575,370	)
(Increase) decrease in inventory			(3,377	)		(30,152	)
Increase (decrease) in accounts payable and accrued			934,196			4,984,446
Increase (decrease) in related party payables			(2,937,647	)		1,336,637
Net cash used in operating activities			(2,366,703	)		2,666,120
Cash flows from investing activities:
(Increase) decrease in short term investments			90,940			(94,260	)
Cost of oil and gas properties, plant & equipment			(3,850,926	)		(2,900,482	)
Net cash used in investing activities			(3,759,986	)		(2,994,742	)
Cash flows from financing activities:
Cash assumed in reverse merger			20,594			-
Proceeds from issuance of convertible notes			4,865,000			-
Issuance of common stock			850,000			-
Net cash provided by financing activities			5,735,594			-
Foreign currency exchange			562,623			174,970
Net increase (decrease) in cash			171,528			(153,652	)
Cash and cash equivalents, beginning of period			6,608			160,260
Cash and cash equivalents, end of period		$	178,136		$	6,608
Supplemental Cash Flow Information
Cash paid for:
Interest		$	64,617		$	76,795
Income taxes		$	-		$	3,369

~~See~~In accordance ~~accompanying~~with ~~notes~~the toExchange ~~financial~~Act, ~~statements~~this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/ Brian Ladin

June 25, 2015

Brian Ladin

Its:

Principal Executive and Accounting Officer and Sole Director

~~HEAVY EARTH RESOURCES, INC.~~27

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

On May 3, 2012, Heavy Earth Resources, Inc. entered into and closed a Share Exchange Agreement (the Merger) with Deep Core, Inc., a Cayman Islands exempt company (“Deep Core”). Pursuant to the Exchange Agreement, the Company issued 250,000 shares of our $0.001 par value common stock in exchange for all outstanding shares of company stock of Deep Core from the Deep Core Holder and 8,574,042 shares of our Common Stock to the holders of outstanding convertible promissory notes of Deep Core in exchange for the conversion of the outstanding principal and accrued interest due on all of the Notes. As a result of the share exchange and the other transactions contemplated thereunder, Deep Core became a wholly owned subsidiary of the Company.

Deep Core was incorporated in the Cayman Islands on March 29, 2011. On January 31, 2012, Deep Core closed a Share Purchase Agreement with Petro Vista Energy Colombia Corp. (a Barbados corporation) (PVE Colombia), a wholly-owned subsidiary of Petro Vista Energy Corp. (a British Columbia, Canada corporation) (PVE) to purchase 99.68% of issued and outstanding common stock of PVE Colombia’s subsidiary, DCX SAS (formerly, Petropuli SAS) (DCX) for $1,750,000, the assumption of certain other liabilities and other terms and conditions. DCX owns a 50% participating oil and gas interest in the Morichito Block located in the Llanos Basin, Colombia.

DCX SAS (formerly, Petropuli SAS/Petropuli Ltda) (the Company) is an oil and gas company focused on exploration and production of oil and natural gas in Central and South America, primarily in the country of Colombia. The Company owns a 50% participating oil and gas interest in the Morichito Block located in the Llanos Basin, Colombia. The Company was established on May 4, 1999 in Bogotá D.C., Colombia where it maintains its current headquarters. The term of duration of the company expires May 4, 2049 according to Colombian law.

For accounting purposes, the Merger was treated as a reverse acquisition and a recapitalization of Heavy Earth Resources, Inc. and Deep Core, Inc. The assets and liabilities of DCX SAS are recorded at their historical cost with the capital structure of Heavy Earth Resources, Inc. Heavy Earth Resources, Inc. is deemed a continuation of the business of DCX SAS and the historical financial statements of DCX SAS will become the historical financial statements of Heavy Earth Resources, Inc.

On May 15, 2012, Deep Core Inc., a wholly-owned subsidiary of Heavy Earth Resources, Inc. closed the Share Purchase Agreement by and among PVE and PVE Colombia pursuant to which the Deep Core acquired all of the outstanding shares of capital of PVE Colombia, in exchange for: (i) a nominal cash payment of $1.00, (ii) Deep Core’s release of PVE from all its ongoing obligations pursuant to the Share Purchase Agreement closed on January 31, 2012, (iii) Deep Core’s release and payment to PVE of $75,000 and (iv) the assumption of the balance of acquisition costs associated with the 25% participating interest in the La Maye Contract. PVE Colombia owns a 25% participating interest in the La Maye Block, consisting of approximately 68,302 gross acres located in Colombia’s Lower Magdalena Basin.

Basis of Presentation and Functional Currency

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, and are expressed in United States dollars (USD). The Company’s functional currency is Colombian pesos (COP) which have been converted to USD based on the exchange rates of COP $1,767.28 and COP $1,942.70 to USD $1.00 at December 31, 2012 and 2011, respectively, for purposes of the Company’s balance sheets and the average rates of COP $1,796.76 and COP $1,846.05 to USD $1.00 for the years ended December 31, 2012 and 2011, respectively, for purposes of the Company’s statements of operations in accordance with Accounting Standards Codification 830, Foreign Currency Matters (ASC 830).

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Exploration Stage

The Company has not produced revenues from its principal business and is in the exploration stage company as defined by ASC 915, Development Stage Entities. The Company is engaged in the acquisition, exploration, development and producing of oil and gas properties. The Company owns a 50% participating oil and gas interest in the Morichito Block located in the Llanos Basin, Colombia and a 25% participating interest in the La Maye Block located in the Lower Magdalena Basin, Colombia.

The Company’s success will depend in large part on its ability to obtain and develop oil and gas interests within Colombia and other South or Central American countries. There can be no assurance that oil and gas properties obtained by the Company will contain reserves or that properties with reserves will be profitable to extract. The Company will be subject to local and national laws and regulations which could impact its ability to execute its business plan.

As discussed in Note 2, the accompanying financial statements have been prepared assuming the Company will continue as a going concern.

Use of Estimates

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

Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments

Pursuant to ASC No. 825, Financial Instruments, the Company is required to estimate the fair value of all financial instruments included on its balance sheets. The carrying value of cash, short term investments, other receivables, inventory, accounts payable and accrued expenses approximate their fair value due to the short period to maturity of these instruments.

Inventory

Inventory consists of approximately 1,500 barrels of oil extracted during the Company’s exploratory testing and are stated at the lower of cost or market. Cost is determined by the first-in, first-out method.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Oil and Gas Properties

The Company follows the full cost method of accounting for its investments in oil and gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool. Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities. Cost centers are established on a country-by-country basis.

Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unevaluated properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.

For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling. The cost center ceiling is equal to i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus ii) the cost of properties not being amortized; plus iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less iv) income tax effects related to differences between the book and tax basis of the properties. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.

Wells and Equipment

Wells and equipment are stated at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of property and equipment is computed using the units of production and straight line methods over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease term.

Impairment of Long-Lived Assets

The Company reviews the carrying values of its long-lived and intangible assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets.

The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic indicators.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Asset Retirement Obligation

The Company accounts for its future asset retirement obligations by recording the fair value of the liability during the period in which it was incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The increase in carrying value of a property associated with the capitalization of an asset retirement cost is included in proved oil and gas properties within the Company’s balance sheets. The Company depletes the amount added to proved oil and gas property costs using the units-of-production method and the straight-line basis over the life of the assets.

The Company’s asset retirement obligation consists of costs related to the plugging of wells, removal of facilities and equipment and site restoration on its oil and gas properties and gathering assets. The asset retirement liability is allocated to operating expense using a systematic and rational method. The estimated asset retirement liability was approximately $440,000 and $230,000 as of December 31, 2012 and 2011, respectively.

Revenue Recognition

Working interest, royalty and net profit interests are recognized as revenue when oil and gas are sold. The Company records the sale of its interests in prospects generally as a reduction to the cost pool without gain or loss recognition unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to a cost center. A significant alternation would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool. All terms of the sale are to be finalized and price readily determinable.

Comprehensive Income (Loss)

The Company reports and displays its components of comprehensive income or loss in its financial statements with the same prominence as other financial statement amounts. At December 31, 2012 and 2011, the Company’s accumulated other comprehensive loss attributable to the foreign currency translation was $1,292,440 and $404,197, respectively. For the years ended December 31, 2012 and 2011, the Company’s comprehensive loss was $9,749,855 and $1,277,419, respectively.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

Reclassifications

Certain amounts in the 2011 financial statements have been reclassified for comparative purposes to conform to the current year presentation.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

2. GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred a net loss of ($14,894,348) through December 31, 2011 and has a working capital deficiency of ($4,755,976) at December 31, 2011. The Company is subject to those risks associated with development stage companies. The Company has sustained losses since inception and additional debt and equity financing will be required by the Company to fund its development activities to monetize economically recoverable oil and gas reserves and to support operations. However, there is no assurance that the Company will be able to obtain additional financing to further its ongoing exploration activities so that profitable operations can be attained.

Management is currently devoting substantially all of its efforts to exploit its existing oil and gas properties and recover as much of the resources available. The Company also continues to search for additional productive properties. There can be no assurance that the Company's efforts will be successful, or that those efforts will translate in a beneficial manner to the Company. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

3. CONCENTRATION OF CREDIT RISK

The Company collects its receivables on its working interests in oil and gas properties from the other participating interests to cover their portion of the exploration and development costs. As such, the Company generally has relatively few customers. These receivables are unsecured and the Company performs ongoing credit evaluations of the participant’s financial condition whenever necessary. At December 31, 2012 and 2011, the Company had four (4) customers that accounted for 100% of its outstanding other receivables. Bad debt expense is recognized on an account-by-account review after all means of collection have been exhausted and recovery is not probable. There has been no bad debt expense for the years ended December 31, 2012 and 2011.

4. RESTRICTED CASH

Cash and claims to cash that are restricted as to withdrawal or use are segregated and shown separately on the Company’s balance sheets. Restricted cash represents amounts held on account with a fiduciary to guarantee payment to one (1) of the Company’s main suppliers for exploration and development activities. At December 31, 2011 and 2010, the Company had $542,234 and $1,117,827 in restricted cash, respectively.

5. SHORT TERM INVESTMENTS

Short term investments include amounts on deposit to be held in excess of the three (3) months that are used as stand-by letters of credit for the Colombian national hydrocarbon agency (Agencia Nacional de Hidrocarburos, or ANH) for future exploration and development costs. At December 31, 2012 and 2011, the Company had $103,211 and $194,151 in short term investments, respectively.

6. OIL AND GAS PROPERTIES

On May 31, 2005, the Company entered into a Exploration and Production Contract with the ANH for exploration and development of the Morichito Block in the Eastern Llanos Basin, Colombia (the E+P Contract). Pursuant to the E+P Contract, the Company maintains an approximately 50% working interest in the Morichito Block in exchange for a 4% net production royalty and a 1% overriding total production royalty plus other terms and conditions. The Company’s Morichito Block is comprised of approximately 23,000 hectares, or 57,000 gross acres. The exploration period is divided into six (6) exploration phases of which five (5) have been completed.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

6. OIL AND GAS PROPERTIES (Continued)

On January 31, 2012, Deep Core closed a Share Purchase Agreement with Petro Vista Energy Colombia Corp. (a Barbados corporation) (PVE Colombia), a wholly-owned subsidiary of Petro Vista Energy Corp. (a British Columbia, Canada corporation) (PVE) to purchase 99.68% of issued and outstanding common stock of PVE Colombia’s subsidiary, DCX SAS (formerly, Petropuli SAS) (DCX) for $1,750,000, the assumption of certain liabilities, and other terms and conditions. DCX owns a 50% participating oil and gas interest in the Morichito Block located in the Llanos Basin, Colombia.

On May 15, 2012, Deep Core Inc., a wholly-owned subsidiary of Heavy Earth Resources, Inc. closed a Share Purchase Agreement by and among PVE and PVE Colombia pursuant to which the Deep Core acquired all of the outstanding shares of capital of PVE Colombia, in exchange for: (i) a nominal cash payment of $1.00, (ii) Deep Core’s release of PVE from all its ongoing obligations pursuant to the Share Purchase Agreement closed on January 31, 2012, (iii) Deep Core’s release and payment to PVE of $75,000 and (iv) the assumption of the balance of acquisition costs associated with the 25% participating interest in the La Maye Contract. PVE Colombia owns a 25% participating interest in the La Maye Block, consisting of 68,302 gross acres located in Colombia’s Lower Magdalena Basin.

The acquisition was accounted for as a purchase, with the assets acquired and liabilities assumed recorded at fair value, and the results of the PetroVista Energy Columbia included in our financial statements from the date of acquisition.

The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values is as follows:

Oil and gas properties	$	121,308
Prepaid expenses		1,047
Total assets acquired		122,355
Liabilities assumed		(47,355	)
Total purchase price	$	75,000

The following table presents information regarding the Company’s net costs incurred for evaluated properties and in exploration and development activities as of December 31:

	2012			2011
Property acquisition costs:
Evaluated	$	6,931,150		$	4,727,070
Exploration costs		6,269,733			2,903,615
Development costs		3,062,385			1,847,950
Less: impairment charge		(5,239,268	)
Total	$	11,024,000		$	9,478,635

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

6. OIL AND GAS PROPERTIES (Continued)

For the year ended December 31, 2012, the Company has capitalized $3,850,926, in acquisition, development and exploration costs.

For the year ended December 31, 2012, the Company recorded an impairment charge in the amount of $5,239,268, due to dry holes discovered in certain wells on the Morchito Block and for the total proved and probable reserves achievable by the Company.

As of December 31, 2012 and 2011, the Company’s evaluated properties consist of acquisition and exploration and development in costs in one (1) geographical area: Colombia.

The following table sets forth a summary of oil and gas property costs not being amortized as of December 31, 2012, by the year in which such costs were incurred:

Costs Incurred During Years Ended December 31:
		Balance 12/31/12		2012		2011		Prior
Acquisition costs	$	6,931,150	$	2,204,080	$	1,466,536	$	3,260,534
Exploration costs		6,269,733		3,366,119		452,785		2,450,829
Development costs		3,062,385		1,214,434		838,848		1,009,103
Total	$	16,263,268	$	6,784,633	$	2,758,169	$	6,720,466

The Company believes that the majority of its evaluated, undeveloped costs will become subject to depletion within the next five years, by completing its exploration and development activities and commencing production, by impairing the acreage that may expire before the Company can explore or develop it further, or by making decisions that further exploration or development of the acreage will not occur.

7. COMMITMENTS AND CONTINGENCIES

The Company has a non-cancelable operating lease for the rental of the Company’s office space in Bogota, Colombia. Pursuant to the lease agreement, the Company’s monthly rent is approximately $7,250. The lease expired February 2013 and the Company is now renting on a month-to-month basis. Rent expense for the years ended December 31, 2012 and 2011 was $87,000, respectively.

During the year ended December 31, 2011 the Company was imposed a fine by the Colombian Ministry of Environment, Housing and Territorial Development for failure to withhold at the source. The Company is appealing the fine. The estimated amount of this contingency, including related penalties and interest is approximately $535,000 and has been included in the Company’s accrued liabilities as of December 31, 2012 and 2011.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

8. CONVERTIBLE NOTES

Prior to the closing of the Share Exchange, Deep Core issued the convertible notes in exchange for an aggregate of $3,365,000 in proceeds. Pursuant to the agreement, Deep Core was obligated to repay the outstanding principal balance and accrued interest of the convertible notes by June 23, 2012 at an interest rate of 10% per annum, provided, however, that, upon closing of the Share Exchange while the convertible notes principal balance and unpaid accrued interest of the would automatically convert into shares of our common stock at a conversion price of $0.40 per share.

Upon closing of the Share Exchange on May 3 2012, the outstanding principal balance and unpaid accrued interest of the convertible notes were all converted at a conversion price of $0.40 per share.

Credit Facility – August 29, 2012 Convertible Notes

On August 29, 2012, the Company entered into a securities purchase agreement with two investors providing for the issuance of an aggregate principal value of $1,000,000 of a 6% senior convertible note and common stock purchase warrants to purchase an aggregate of 1,666,667 shares of common stock in exchange for the aggregate for $1,000,000.

The convertible notes will become due and payable three years from August 29, 2012, the date of issuance. The convertible note may be converted at any time at the option of the investors into shares of the Company’s common stock at a conversion price of $0.60 per share. The convertible note bears interest at the rate of 6% per annum increasing to 12% per annum on December 31, 2012 in the event that the Company has not consummated a primary public offering of its securities with gross proceeds of at least $6,000,000 on or before December 31, 2012 the interest rate further increasing to 15% per annum on January 15, 2013 in the event the Company’s common stock is not listed for trading on the Nasdaq Capital Market or the Nasdaq Global Market by January 15, 2013, and finally increasing to 18% in an event of default. Interest is payable quarterly in cash and may be payable in shares of the Company’s common stock if certain conditions are met, including but not limited to, the condition that the Company is not in default and the daily trading volume for the Company’s common stock exceeds 25,000 shares per trading day. The convertible notes also provide the Company with the option to redeem the convertible notes at 115% of the outstanding principal together with any accrued but unpaid interest at any time if certain conditions are met. The notes are secured by the Company’s oil and gas properties.

The warrants grant the each investor the right to purchase up to a number of shares of common stock equal to 100% of the shares underlying the principal amount of the convertible notes issued to each respective investor and have an exercise price of $0.85 per share, are exercisable immediately upon issuance and have a term of exercise of five years from August 29, 2012, the date of issuance.

Pursuant to ASC 470-20 Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, the Company determined that a beneficial conversion feature is present for the convertible notes issued during the period ended September 30, 2012 using the intrinsic value in the convertible notes adjusted for amounts allocated to the warrant valuation. The intrinsic value of the convertible notes amounted to $909,958 based on the fair market value of common stock on the respective dates of issuance.

Since the combined value of the warrants ($443,291) plus the intrinsic value of the convertible notes ($909,958) exceeds the fair value of the proceeds received from the issuance of the debt ($1,000,000), the Company is limited to the amount of the proceeds when recording the beneficial conversion feature as debt discount. Using a pro rata contribution, the Company allocated the proceeds first to the warrant valuation in the amount of approximately $443,291 and the remainder to the beneficial conversion feature in the amount of $556,709. The Company immediately amortized the debt discount of $1,000,000 for the year ended December 31, 2012 since the debt was convertible upon issuance.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

8. CONVERTIBLE NOTES (Continued)

Credit Facility – December 6, 2012 Convertible Note

On December 6, 2012, the Company entered into a securities purchase agreement with an investor providing for the issuance of an aggregate principal value of $500,000 of a 6% senior convertible note and common stock purchase warrants to purchase an aggregate of 833,333 shares of common stock in exchange for the aggregate for $500,000.

The convertible notes will become due and payable three years from December 6, 2012, the date of issuance. The convertible note may be converted at any time at the option of the investors into shares of the Company’s common stock at a conversion price of $0.60 per share. The convertible note bears interest at the rate of 6% per annum increasing to 12% per annum on December 31, 2012 in the event that the Company has not consummated a primary public offering of its securities with gross proceeds of at least $6,000,000 on or before December 31, 2012 the interest rate further increasing to 15% per annum on January 15, 2013 in the event the Company’s common stock is not listed for trading on the Nasdaq Capital Market or the Nasdaq Global Market by January 15, 2013, and finally increasing to 18% in an event of default. Interest is payable quarterly in cash and may be payable in shares of the Company’s common stock if certain conditions are met, including but not limited to, the condition that the Company is not in default and the daily trading volume for the Company’s common stock exceeds 25,000 shares per trading day. The convertible notes also provide the Company with the option to redeem the convertible notes at 115% of the outstanding principal together with any accrued but unpaid interest at any time if certain conditions are met. The notes are secured by the Company’s oil and gas properties.

Pursuant to ASC 470-20 Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, the Company determined that a beneficial conversion feature is present for the convertible notes issued during the period ended September 30, 2012 using the intrinsic value in the convertible notes adjusted for amounts allocated to the warrant valuation. The intrinsic value of the convertible notes amounted to $909,958 based on the fair market value of common stock on the respective dates of issuance.

Since the combined value of the warrants ($236,446) plus the intrinsic value of the convertible notes ($319,779) exceeds the fair value of the proceeds received from the issuance of the debt ($500,000), the Company is limited to the amount of the proceeds when recording the beneficial conversion feature as debt discount. Using a pro rata contribution, the Company allocated the proceeds first to the warrant valuation in the amount of approximately $236,446 and the remainder to the beneficial conversion feature in the amount of $263,554. The Company immediately amortized the debt discount of $500,000 for the year ended December 31, 2012 since the debt was convertible upon issuance.

The assumptions used in the Black-Scholes option pricing model for the Warrants were as follows:

	Risk-free interest rate	.74%
	Expected volatility of common stock	103%
	Dividend yield	0.00%
	Expected life of warrants and conversion feature	5 years

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

9. COMMON STOCK

On April 20, 2012, Heavy Earth Resources, Inc. issued 500,000 shares of common stock at a purchase price of $0.40 per share in exchange for $200,000.

On May 3, 2012, Heavy Earth Resources, Inc. entered into and closed a Share Exchange Agreement with Deep Core, Inc. Pursuant to the Exchange Agreement, the Company issued 250,000 shares of our common stock in exchange for all outstanding shares of company stock of Deep Core and issued 8,574,042 shares of our common stock to the holders of outstanding convertible promissory notes of Deep Core in exchange for the conversion of the outstanding principal and accrued interest due on all of the Notes at a conversion price of $0.40 per share.

On May 3, 2012, the Company cancelled 9,324,042 shares of common stock from a director in accordance with the Share Exchange Agreement.

On June 12, 2012, Heavy Earth Resources, Inc. issued 416,666 shares at a purchase price of $0.60 per Share and a common stock purchase warrant to purchase an aggregate of 104,167 shares of common stock in exchange for the for $250,000. The warrants have an exercise price of $1.25.

On June 20, 2012, Heavy Earth Resources, Inc. issued 333,333 shares at a purchase price of $0.60 per common share and a common stock purchase warrant to purchase an aggregate of 83,333 shares of common stock in exchange for the for $200,000. The warrants have an exercise price of $1.25.

On July 6, 2012, Heavy Earth Resources, Inc. issued 83,333 shares at a purchase price of $0.60 per common share and a common stock purchase warrant to purchase an aggregate of 20,833 shares of common stock in exchange for the for $50,000. The warrants have an exercise price of $1.25.

On July 10, 2012, Heavy Earth Resources, Inc. issued 166,666 shares at a purchase price of $0.60 per common share and a common stock purchase warrant to purchase an aggregate of 41,667 shares of common stock in exchange for the for $100,000. The warrants have an exercise price of $1.25.

On July 11, 2012, Heavy Earth Resources, Inc. issued 83,333 shares at a purchase price of $0.60 per common share and a common stock purchase warrant to purchase an aggregate of 20,833 shares of common stock in exchange for the for $50,000. The warrants have an exercise price of $1.25.

10. RELATED PARTY TRANSACTIONS

During the years ended December 31, 2012 and 2011, the Company advanced an employee approximately $65,000, respectively, for certain costs and expenses. These advances are non-interest bearing, due on demand, and are to be repaid as cash becomes available. These advances are included in other receivables for the years ended December 31, 2012 and 2011.

During the years ended December 31, 2012 and 2011, the Company received advances from officers and the predecessor, PVE, for operating costs and expenses. These advances are non-interest bearing and are repaid as cash becomes available.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

11. SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (Unaudited)

Reserve Quantities

The Company has estimated the following reserve quantity and future net cash flow information for its proved and evaluated reserves located in the Eastern Llanos Basin in Colombia as of December 31, 2012. The determination of oil and gas reserves is based on estimates, which are highly complex and interpretive. The estimates are subject to continuing change as additional information becomes available.

Reserve Category and Quantities	Oil (Bbls)		Present Worth at 10%
Proved Developed Non-Producing Reserves Balance, January 1, 2012		242,000	$	5,489,000
Extensions and discoveries		-		-
Purchases		-		-
Production		-		-
Balance, December 31, 2012		242,000		5,489,000
Proved Undeveloped Reserves Balance, December 31, 2012		242,000		2,643,000
Probable Reserves Balance, December 31, 2012		411,000		3,842,000
Total Proved (Evaluated)		895,000	$	11,974,000

Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows is provided using the 12-month unweighted arithmetic average. The oil price used as of December 31, 2012 was $105.12 per Bbl of oil. Future production costs are based on year-end costs and include severance and ad valorem taxes of approximately 1.9%. Each property that is leased by the Company is also charged with field-level overhead in the reserve calculation. The present value of future cash inflows is based on a 10% discount.

The Company used discounted future net cash flows, which is calculated without deducting estimated future income tax expenses, and the present value thereof as one measure of the value of the Company's current proved reserves and to compare relative values among peer companies without regard to income taxes. While future net revenue and present value are based on prices, costs and discount factors which are consistent from company to company, the standardized measure of discounted future net cash flows is dependent on the unique tax situation of each individual company. As of December 31, 2012, the present value of discounted future net cash flows and the standardized measure of discounted future net cash flows are equal because the effects of estimated future income tax expenses are zero.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

11. SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (Unaudited) (Continued)

Standardized Measure of Discounted Future Net Cash Flows (Continued)

Management cautions that the standard measure of discounted future net cash flows should not be viewed as an indication of the fair market value of oil production properties, nor of the future cash flows expected to be generated there from. The information presented does not give recognition to future changes in estimated reserves, selling prices or costs.

Standardized Measure of Discounted Future Net Cash Flows	December 31, 2012
Future cash flows	$	43,330,000
Future production costs		(15,214,000	)
Future development costs		(4,350,000	)
Future income taxes		-
Future net cash flows before discount		23,740,000
Present value discount @ 10%		(11,766,000	)
Standardized measure of discounted future net cash flows	$	11,974,000

Changes in the Standardized Measure of Discounted Future Net Cash Flows	December 31, 2012
Standardized measure of discounted future net cash flows at January 1, 2011	$	7,152,000
Purchases of reserves in place		13,685,000
Changes in estimated future production and development costs		(8,863,000	)
Sales of oil and gas produced, net of production costs		-
Net change in income taxes		-
Standardized measure of discounted future net cash flows	$	11,974,000

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

12. PROVISION FOR INCOME TAXES

Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

As of December 31, 2012 and 2011, the Company had federal net operating loss carryforwards of approximately ($1,870,000) and ($460,000) that can be used to offset future federal income tax. The federal and state net operating loss carryforwards expire at various dates through 2030. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.

A summary of the Company’s deferred tax assets as of December 31, 2012 and 2011 are as follows:

	2012			2011
Federal net operating loss (@ 34%)	$	636,000			156,000
Less: valuation allowance		(636,000	)		(156,000	)
Net deferred tax asset	$	-		$	-

During the year ended December 31, 2012 and 2011, the Company’s valuation allowance increased by approximately $480,000.

Section 382 of the Internal Code allows post-change corporations to use pre-change net operating losses, but limit the amount of losses that may be used annually to a percentage of the entity value of the corporation at the date of the ownership change. The applicable percentage is the federal long-term tax-exempt rate for the month during which the change in ownership occurs.

13. SUBSEQUENT EVENTS

On February 13, 2013, the Company entered into a securities purchase agreement with an investor providing for the issuance of an aggregate principal value of $1,000,000 of a 15% senior convertible note and common stock purchase warrants to purchase an aggregate of 2,000,000 shares of common stock in exchange for the aggregate for $1,000,000. The convertible notes will become due and payable three (3) years from February 13, 2013, the date of issuance, or February 13, 2016. The convertible note may be converted at any time at the option of the investors into shares of the Company’s common stock at a conversion price of $0.50 per share. The warrants grant the each investor the right to purchase up to a number of shares of common stock equal to 100% of the shares underlying the principal amount of the convertible notes issued to each respective investor and have an exercise price of $0.60 per share, are exercisable immediately upon issuance and have a term of exercise of five (5) years from February 13, 2013, the date of issuance.

On March 5, 2013, the Company’s Secretary and Treasurer resigned and the Company’s current Chief Financial Officer assumed those roles on March 8, 2013 as appointed by the board of directors.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There have been no changes in or disagreements with our accountants since our formation required to be disclosed pursuant to Item 304 of Regulation S-K, except for the following:

On March 30, 2010, we dismissed Seale and Beers, CPAs (“Seale”) as our principal accountant effective on such date. Seale was our independent registered public accounting firm from August 6, 2009, the date of appointment, until March 30, 2010, the date of dismissal. We engaged Q Accountancy Corporation (“QAC”) as our new principal accountant effective as of March 30, 2010. The decision to change accountants was recommended and approved by our Board of Directors.

None of the reports of Seale with respect to the quarterly periods ended June 30, 2009 and September 30, 2009, the only periods for which Seale provided such a report, contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of a qualification with respect to uncertainty as to our ability to continue as a going concern.

During the period from August 6, 2009, the date of appointment of Seale, through March 30, 2010, the date of dismissal of Seale, there were no disagreements with Seale on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of Seale, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report, nor were there any reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.

We engaged QAC as our new independent accountant as of March 30, 2010. During years 2009 and 2008, and the subsequent interim period through March 30, 2010, we nor anyone on our behalf engaged QAC regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a “disagreement” or a “reportable event,” both as such terms are defined in Item 304 of Regulation S-K.

Item 9A. Controls and Procedures.

Evaluation of disclosure controls and procedures.

We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) that such information is accumulated and communicated to our principal executive and principal financial officers to allow timely decisions regarding required disclosure. Based upon their evaluation of those controls and procedures performed as of December 31, 2012, the date of this report, our Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures were not effective.

Management's annual report on internal control over financial reporting.

Our Principal Executive Officer and our Principal Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles 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 our assets; · provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and · provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.

Our Principal Executive Officer and our Principal Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.

Based on our assessment, our Principal Executive Officer and our Principal Financial Officer believe that, as of December 31, 2011, our internal control over financial reporting is not effective based on those criteria, due to the following: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel; and (3) ineffective controls over period end financial disclosure and reporting processes.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

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

Changes in internal controls over financial reporting.

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Officers and Directors. The following table sets forth information regarding our current executive officers and directors as well as other key members of our management. Our officers and directors will serve one-year terms or until our next annual meeting of shareholders, whichever is longer.

Name	Age	Position
Grant Draper	49	Chief Executive Officer, President, Director
Anthony Ives	49	Chief Financial Officer, Secretary, Treasurer, Director
Brian Hepp	57	Chief Operating Officer, Director

Grant Draper, age 49, has been our Chief Executive Officer, President and a Director since December 2011. Mr. Draper has more than 13 years of experience in the management of public companies and participation in financial transactions. From December 2008 to May 2011, Mr. Draper served as a managing director with FTI Consulting Inc., a global business advisory firm. Prior to joining FTI Consulting Inc., Mr. Draper served as the president and chief operating officer of The Element Agency Inc. and Affirm Americas Strategic Communications Inc. in New York City from April 2005 to December 2008. Mr. Draper is a Member of Thorium One’s Advisory Board, is a frequent speaker presenting at American Strategic Management Institute and National Directors Institute events and is regularly quoted in the media including Bloomberg, TIME, The New York Times and New York Daily News. He earned his Bachelor of Arts degree in English from the University of Alberta – Edmonton in 1987 and a Masters in Business Administration degree in Finance from Columbia University Business School in 2001. Mr. Draper is not an officer or director of any other reporting company.

Anthony Ives, age 49, has been our Chief Financial Officer and a Director since December 2011. Mr. Ives has more than 20 years of investment experience in the capital markets, including Merrill Lynch, the City of Sacramento’s Treasurer's Office, the California State Public Employees' Retirement System (CalPERS), the nation’s largest public pension fund firm, and mutual fund Jurika & Voyles. From September 2009 to August 2011, Mr. Ives served as the Chief Financial Officer of Banneker Ventures in Washington, D.C. Mr. Ives is the founder of the nonprofit Grupo de Apoyo al Desarrollo (GAD) in Honduras and has served as its executive director since 2005. GAD assists indigenous populations to start businesses, implement nature conservation and protection programs, including reforestation projects, and has created a national scholarship program that has supported over 200 young scholars through high school and university. Mr. Ives serves as President of the Board of Directors for GAD and on the Board of Directors of the Mesoamerican Conservation Trust Fund (MCTF), and is nominated as an Ashoka Fellow of Mexico for his work in sustainable development in Latin America.

Mr. Ives’ professional accomplishments include co-management of the CalPERS internal equity fund, a neutral fund, and the state deferred compensation fund. In 1997, Mr. Ives joined the Jurika & Voyles mutual fund where he served as Vice-President and Director of Trading.

Mr. Ives also served as a business consultant to the U.S. Peace Corps in Honduras from July 2003 to October 2005. Mr. Ives earned a Bachelor of Science degree in Business from California State University, Sacramento in 1992 and a Masters in Business Administration degree in Finance from California State University, Sacramento in 1997. Mr. Ives is fluent in Spanish. Mr. Ives is not an officer or director of any other reporting company.

Brian Hepp, 57, has been our Chief Operating Officer and a Director since October 2012. Mr. Hepp has more than 30 years of experience in global petroleum engineering operations. From June 2002 to present, Mr. Hepp served as President of Rocky Mountain Limited, an independent oil and gas consulting firm. From January 2006 to June 2011, Mr. Hepp served as the Director of Group Operations at Northern Petroleum PLC, a United-Kingdom based oil and gas company. Prior to that, Mr. Hepp served as the Vice President of Operations for Bitech Petroleum Corp. from February 1998 to January 2002. From April 1986 to August 1993, Mr. Hepp served in various executive capacities at Talisman Energy/BP Canada in Calgary, Canada. Mr. Hepp began his career as a Process Engineer at Fluor Canada, an engineering, procurement and construction company based in Calgary, Canada. Mr. Hepp is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta, a Chartered Engineer in the United Kingdom, a Fellow of the Institute of Chemical Engineering, a European Engineer registered with the European Federation of National Engineering Associations and a member of the Society of Petroleum Engineers. He earned his Bachelor of Arts degree in Chemical Engineering from the University of Saskatchewan in 1982 and a Master of Arts degree in Administration from Gonzaga University in 1990. Mr. Hepp is not an officer or director of any other reporting company.

Key Personnel

Juan Carlos Robles is our geologist in Colombia and manages all of DCX's operations. Mr. Robles has over 20 years of exploration and production experience in Colombia working for oil companies such as Shell and Amoco. Mr. Robles is an expert in operations, drilling and production with extensive experience evaluating and operating blocks in the Llanos Basin. He has run seismic programs and managed projects from well design to field acquisition and wildcat drilling operations and has been directly integral to several large discoveries including: Tambaquí- 1(March 2000) and Jaguar- 1 (January 2003). Mr. Robles has managed exploration and production projects in the Eastern Cordillera, Middle Magdalena, and Catatumbo and Llanos Basins developing over 50MMBO of reserves in six different blocks. Mr. Robles is fluent in Spanish.

Joshua H. Rosenfeld, Ph. D. is our senior geological consultant. Dr. Rosenfeld has over 45 years of geological experience, including 20 years living in Latin America, and has led petroleum and mineral resource exploration projects in Mexico, Belize, Guatemala, Colombia, Argentina, and Canada. In his 20 years with Amoco Production Company (now BP), Dr. Rosenfeld was responsible for evaluating and recommending appropriate action on petroleum exploration opportunities including managing seismic and drilling operations. Dr. Rosenfeld has published several papers on the economic geology of petroleum and mineral resources.

All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. All officers are appointed annually by the board of directors and, subject to employment agreements (which do not currently exist), serve at the discretion of the board. Currently, our directors receive no compensation.

There is no family relationship between any of our officers or directors. For the past ten years, there have been no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony.

Corporate Governance.

Committees. Our Board of Directors does not currently have a compensation committee or nominating and corporate governance committee because, due to the Board of Director’s composition and our relatively limited operations, the Board of Directors believes it is able to effectively manage the issues normally considered by such committees. Our Board of Directors may undertake a review of the need for these committees in the future.

Audit Committee and Financial Expert. Presently, the Board of Directors acts as the audit committee. The Board of Directors does not have an audit committee financial expert. The Board of Directors has not yet recruited an audit committee financial expert to join the board of directors because we have only recently commenced a significant level of financial operations.

Section 16(A) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Act of 1934 requires our directors, executive officers, and any persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. SEC regulation requires executive officers, directors and greater than 10% stockholders to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended December 31, 2012, our executive officers, directors, and greater than 10% stockholders complied with all applicable filing requirements.

Code of Ethics. We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics, which we will post on a corporate website.

Director Independence. None of our directors are deemed independent. Our directors also hold positions as officers.

Item 11. Executive Compensation

Summary Compensation Table. The compensation of the named executive officers for the fiscal years ended December 31, 2012, and 2011, is shown below:

Name and Principal Position	Year	Salary $	Bonus $	Stock Awards $	Option Awards $	Non-Equity Incentive Plan Compensation $	Change in Pension Value and Nonqualified Deferred Compensation Earnings $	All Other Compensation $	Total $
Grant Draper, President, CEO	2012	74,097		0	0	0	0	100,000	174,097
Anthony Ives, CFO	2012	74,097	0	0	0	0	0	65,000	139,097
Brian Hepp, COO	2012	0	0	0	0	0	0	65,000	0
David Choi, Secretary, Treasurer (1)	2012	0	0	0	0	0	0	0	0
	2011	0	0	0	0	0	0	0	0
Michael Davis, Former Officer (2)	2011	0	0	0	0	0	0	0	0
	2010	0	0	0	0	0	0	0	0
Daniel Mirman, Former Officer (3)	2011	0	0	0	0	0	0	0	0

(1)	On March 5, 2013, David Choi resigned as our Secretary, Treasurer and a director.
(2)	On December 2, 2011, Michael Davis resigned as our President and a director.

(3) On May 12, 2011, Daniel Mirman resigned as our Secretary, Treasurer and a director.

Employment Contracts. We currently do not have any employment contracts. We anticipate entering into employment agreements with Mr. Draper, Mr. Ives and Mr. Hepp, the terms of which will be disclosed when available, pursuant to which Mr. Draper, Mr. Ives and Mr. Hepp are expected to receive a salary and/or stock based compensation.

Stock Options/SAR Grants. No grants of stock options or stock appreciation rights were made since our date of incorporation in June 2004.

Long-Term Incentive Plans. As of December 31, 2012, we had no group life, health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or corporate change in control.

Outstanding Equity Awards at Fiscal Year-end. As of the year ended December 31, 2012, each named executive officer had these unexercised options, stock that has not vested, and equity incentive plan awards:

Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options # Exercisable	# Un-exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock Not Vested	Market Value of Shares or Units Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested	Value of Unearned Shares, Units or Other Rights Not Vested
Grant Draper, President, CEO	0	0	0	0	n/a	0	0	0	0
Anthony Ives, CFO	0	0	0	0	n/a	0	0	0	0
Brian Hepp, COO	0	0	0	0	n/a	0	0	0	0
David Choi, Secretary, Treasurer (1)	0	0	0	0	n/a	0	0	0	0

(1) On March 5, 2013, David Choi resigned as our Secretary, Treasurer and a director.

Director Compensation. The following concerns the compensation of our directors for their service as directors during the fiscal year ended December 31, 2012:

Name	Fees Earned or Paid in Cash	Stock Awards $	Option Awards $	Non-Equity Incentive Plan Compensation $	Non-Qualified Deferred Compensation Earnings $	All Other Compensation $	Total $
Grant Draper	0	0	0	0	0	0	0
Anthony Ives	0	0	0	0	0	0	0
Brian Hepp	0	0	0	0	0	0	0
David Choi (1)	0	0	0	0	0	0	0

(1) On March 5, 2013, David Choi resigned as our Secretary, Treasurer and a director.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of April 30, 2013, the number and percentage of outstanding shares of our common stock owned by: (a) each of our directors and executive officers; (b) each person who is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; and (c) all current directors and executive officers, as a group.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percentage of Class (1)
Common Stock	Grant Draper 625 Second Street, #280 San Francisco, CA 94107	3,000,000 Shares Chief Executive Officer, President and Director	4.24%
Common Stock	Anthony Ives 625 Second Street, #280 San Francisco, CA 94107	3,000,000 Shares Chief Financial Officer and Director	4.24%
Common Stock	Brian Hepp 625 Second Street, #280 San Francisco, CA 94107	0 Shares Chief Operating Officer and Director	0.00%
Common Stock	Christopher Radomski 3334 East Coast Highway, Suite 321 Corona Del Mar, CA 92625	6,547,705 Shares (2) Shareholder	9.26%
Common Stock	Jayson Woodbridge 2355 Pickett Road Calistoga, CA 94515	6,272,000 Shares (3) Shareholder	8.87%
Common Stock	Peter Geddes 15828 Ventura Boulevard, Suite 213 Encino, California 91436	4,365,971 Shares (4) Shareholder	6.17%
Common Stock	All Executive Officers and Directors as a group	6,403,458 Shares	9.05%

	(1)	Based on 70,709,331 shares of the company’s common stock issued and outstanding as of April 30, 2013.
	(2)	Calculated using the Schedule 13D filed with the SEC on September 30, 2011 by Christopher Radomski and the 32 for 1 forward stock split which occurred on October 17, 2011 and includes 83,333 shares of common stock and 20,833 shares of common stock issuable upon exercise of warrants issued to Christopher Radomski pursuant to a Subscription Agreement dated July 11, 2012.
	(3)	Calculated using the Schedule 13D filed with the SEC on September 30, 2011 by Jayson Woodbridge and the 32 for 1 forward stock split which occurred on October 17, 2011.
	(4)	Calculated using the Schedule 13D/A filed with the SEC on October 31, 2012 by Peter Geddes and the 32 for 1 forward stock split which occurred on October 17, 2011 and includes 166,666 shares of common stock and 41,667 shares of common stock issuable upon exercise of warrants issued to Peter Geddes pursuant to a Subscription Agreement dated July 10, 2012.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Changes in Control. Our management is not aware of any arrangements which may result in a change in control.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Conflicts Related to Other Business Activities. The persons serving as our officers and directors have existing responsibilities and, in the future, may have additional responsibilities, to provide management and services to other entities in addition to us. As a result, conflicts of interest between us and the other activities of those persons may occur from time to time.

We will attempt to resolve any such conflicts of interest in our favor. Our officers and directors are accountable to us and our shareholders as fiduciaries, which requires that such officers and directors exercise good faith and integrity in handling our affairs. A shareholder may be able to institute legal action on our behalf or on behalf of that shareholder and all other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts in any manner prejudicial to us.

Related Party Transactions. Since the beginning of our last fiscal year, there have been no related party transactions, except for the following:

Grant Draper, our officer and director, and Anthony Ives, our officer and director, are also officer and directors of Deep Core. The former sole shareholder of Deep Core is also a minority shareholder of the Registrant. Therefore, the transactions consummated in the Share Exchange are related party transactions. As of December 31, 2012, Deep Core received advances from its stockholder for working capital purposes. These advances were non-interest bearing, due on demand and are to be repaid as cash becomes available. Pursuant to the Share Exchange, those advances were converted in the shares of common stock of Heavy Earth.

Prior to the closing of the Share Exchange in March and April 2012, we were advanced a total of $80,000 from Deep Core. The advances are non-interest bearing and are due on demand. The funds used by us for working capital purposes.

There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K

Director Independence. None of our directors are deemed independent using the definition of independence under the rules of the SEC.

Item 14. Principal Accounting Fees and Services.

Audit Fees. The aggregate fees billed in each of the years ended December 31, 2012 and 2011 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those years were $72,250 and $16,000, respectively.

Audit-Related Fees. There were no fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under "Audit Fees" for the fiscal years ended December 31, 2012 and 2011.

Tax Fees. For the fiscal years ended December 31, 2012 and 2011, our principal accountants did not render any services for tax compliance, tax advice, and tax planning work.

All Other Fees. None.

Pre-Approval Policies and Procedures. Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements.

Included in Item 8.

(b) Exhibits required by Item 601.

Exhibit	Description
2.1	Share Exchange Agreement by and among the Registrant and Deep Core Inc. dated May 3, 2012., incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed on May 4, 2012.
3.1	Articles of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.1 of our Form 10-SB filed on December 13, 2007.
3.1.2	Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1.2 of our Form 10-SB filed on December 13, 2007.
3.1.3	Articles of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on October 18, 2011.
3.2	Bylaws, incorporated by reference to Exhibit 3.2 to our Form 10-SB filed on December 13, 2007.
4.1	Form of Registration Rights Agreement by and among Deep Core Inc. and the Holders., incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on May 4, 2012.
4.2	Form of Registration Rights Agreement by and among Deep Core Inc. and the non-U.S. investor., incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed on May 4, 2012.
4.3	Form of Registration Rights Agreement, incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on June 18, 2012.
4.4	Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on September 4, 2012.
4.5	Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on December 12, 2012.
4.6	Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on February 15, 2013.
10.1	Debt Cancellation Agreement, dated May 12, 2011, incorporated by reference to Exhibit 10.1 of our Annual Report on Form 10-K filed on May 18, 2011.
10.2	Form of Convertible Promissory Note by and among Deep Core Inc. and the Holders., incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on May 4, 2012.
10.3	Form of Subscription Agreement by and among the Registrant and the non-U.S. investor, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on May 4, 2012.
10.4	Stock Cancellation Agreement by and among the Registrant and David Choi dated May 3, 2012, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on May 4, 2012.
10.5	Share Purchase Agreement by and among Petro Vista Energy Corp., Petro Vista Energy Holdings (Barbados) Corp. and Deep Core Inc. dated May 4, 2012, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K/A filed on May 11, 2012.
10.6	Withdraw and Transfer Agreement by and among SK Innovation Co. Ltd., Petroamerica International Corp. and DCX S.A.S. dated May 15, 2012. incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on May 17, 2012.
10.7	Form of Subscription Agreement, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 18, 2012.
10.8	Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on June 18, 2012.
10.9	Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on September 4, 2012.
10.10	Form of 6% Senior Convertible Debenture, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on September 4, 2012.
10.11	Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on September 4, 2012.
10.12	Form of Subsidiary Guarantee, incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed on September 4, 2012.
10.13	Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on December 12, 2012.
10.14	Form of 6% Senior Convertible Debenture, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on December 12, 2012.
10.15	Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on December 12, 2012.
10.16	Form of Subsidiary Guarantee, incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed on December 12, 2012.
10.17	Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on February 15, 2013.
10.18	Form of 15% Convertible Debenture, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on February 15, 2013.
10.19	Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on February 15, 2013.
10.20	Form of Subsidiary Guarantee, incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed on February 15, 2013.
17.1	Resignation of Julie Mirman as President and Director, incorporated by reference to Exhibit 17.1 of our Current Report on Form 8-K filed on March 31, 2010.
17.2	Resignation of Michael Davis as President and Director, incorporated by reference to Exhibit 17.1 of our Current Report on Form 8-K filed on December 8, 2011.
17.3	Resignation of Anthony Ives as Chief Operating Officer, incorporated by reference to Exhibit 17.1 of our Current Report on Form 8-K filed on October 24, 2012.
21	List of Subsidiaries
23.1	Consent of Petrotech Engineering Ltd.
31.1	Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Evaluation of the Interests of DCX S.A.S. in the Morichito Block in the Eastern Llanos Basin, Colombia
101.ins	XBRL Instance Document
101.sch	XBRL Taxonomy Schema
101.cal	XBRL Taxonomy Calculation Linkbase
101.def	XBRL Taxonomy Definition Linkbase
101.lab	XBRL Taxonomy Label Linkbase
101.pre	XBRL Taxonomy Presentation Linkbase

SIGNATURES

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

	Heavy Earth Resources, Inc. a Florida corporation
May 22, 2013	By:	/s/ Grant Draper
		Grant Draper
	Its:	President, Chief Executive Officer and a Director (Principal Executive Officer)

May 22, 2013	By:	/s/ Anthony Ives
		Anthony Ives
	Its:	Chief Financial Officer and a Director (Principal Financial and Accounting Officer)

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

By:	/s/ Grant Draper	May 22, 2013
	Grant Draper
Its:	President, Chief Executive Officer and a Director (Principal Executive Officer)

By:	/s/ Anthony Ives	May 22, 2013
	Anthony Ives
Its:	Secretary, Treasurer, Chief Financial Officer and a Director (Principal Financial and Accounting Officer)

By:	/s/ Brian Hepp	May 22, 2013
	Brian Hepp
Its:	Chief Operating Officer and a Director

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